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REORGANIZATION 


OF  THE 


Northern  Pacific  Railroad  Company. 


REORGANIZATION     COMMITTEE: 
EDWARD    D.  ADAMS,   Chait 
JOHN  C.  BULLITT, 
LOUIS  FITZGERALD, 
CHARLES   H.  GODFREY, 
J.  D.  PROBST, 
JAMES   STILLMAN, 
ERNST   THALMANN. 


LES   C.   BEAMAN, 

WM.  NELSON   CROMWELL, 

Counsel  to  the  /'.  mmittee. 


ARNOLD    MARCUS, 

Secretary. 


PROTECTIVE     COMMITTEE: 

BR  AVION'  IVES, 

Al  GUST    BELMONT, 

l  IRGE  R.  SHELDON, 
CHARLEMAGNE    ("OWER,   Jr., 
SI  I  AS  W.  PETTIT, 

Coin 


DEPOSITARIES  : 
J.  P.  MORGAN  &  CO.,  New  York.  DREXEL  &  CO.,  Philadelphia. 

DEUTSCHE   BANK,  Berlin, 

AND    ITS    ISRAV 

FRANKFORT  <>\. MAIN,    BREMEN,    HAMBURG,    MUNICH   AND    LONDON. 


FRANCIS   LVNDE   STETSON, 
VICTOR   MORAWETZ, 

Counsel  to  the  Reorganization  Managers. 


New  York,  March  16,  1S96. 


REORGANIZATION 


OF  THE 


NORTHERN  PACIFIC  RAILROAD  COMPANY. 


Announcement  by  the  Reorganization  Committee, 
Pages  3  to  6. 

Plan  of  Reorganization, 
Pages  7  to   16. 

Statistics  of  the  Northern  Pacific  Railroad  Company, 

Pages   iy  to  21. 

Reorganization  Agreement, 
Pages  23  to  29. 


•  ••  -•. 


V" 


OFFICE  OF  THE 

Northern  Pacific  Reorganization  Committee, 

Mills  Building,  New  York, 

March  16th,  1896. 

To  the  Holders  of  the 

BONDS  and  STOCKS 

issued  or  guaranteed  by  the 

NORTHERN  PACIFIC  RAILROAD  COMPANY: 

The  property  of  the  Northern  Pacific  Railroad  Company  comprises,  in  various  forms  of  ownership 
and  control, 

A  Railway  System  of  4,706  miles; 

A  Land  Grant  of  about  43,000,000  acres,  and 

Sundry  Bonds,  Stocks  and  Accounts,  representing  interests  in  Terminal,  Express,  Coal  and  Navi- 
gation Companies. 

This  property  is  represented  by  fifty-four  corporations,  which  have  issued  $380,000,000  of  Bonds 
and  Stocks,  of  which  all  are  now  outstanding,  and  $271,949,044,  including  defaulted  interest  to  December 
31,  1896,  are  owned  directly  by  the  public. 

The  present  fixed  Annual  Interest  and  Sinking  Fund  Charges  amount  to $10,905,690  00 

The  adjusted  Net  Income  from  all  sources  applicable  to  these  Fixed  Charges 
has  been: 

For  the  Fiscal  Year  ending  June  30,  1 895 6,015,846   62 

And  during  the  past  five  years  has  averaged 7,801,645  78 

THE    PLAN    FOR    INDEPENDENT   REORGANIZATION 

OF  THE  PROPERTY  HAS  BEEN  DRAWN  UPON  THE  FOLLOWING  BASIS : 

First. — The  Abandonment  of  Chicago  as  the  Eastern  Terminus,  and  the  Limitation  of 
the  Railway  on  the  East  by  the  Mississippi  River  and  the  Great  Lakes. 

The  Bonds  and  Stocks  of  the  Chicago  &  Northern  Pacific  Railroad  Company  and  the  Chicago  & 
Calumet  Company,  or  their  successor  companies,  remaining  as  Northern  Pacific  assets,  will  be  disposed 
of  when  they  can  be  sold  advantageously,  and  their  proceeds  applied  to  the  benefit  of  the  property. 

Second. — The  ultimate  Union  of  Main  Line,  Branches  and  Terminal  Properties 
Through  Direct  Ownership  by  a  Single  Company. 

So  far  as  practicable  the  ownership  in  fee,  or  otherwise,  of  the  Equipment,  Branch  Line  and  Ter- 
minal properties  (other  than  the  Portland  terminal)  will  be  acquired  and  vested  in  the  new  Company 
and  covered  by  its  new  mortgages. 


M207723 


third. — the  reduction  of  the  fixed  annual  charges  to  less  than  the  minimum 
Earnings  Under  Probable  Conditions. 

The  Net  Income  applicable  to  Fixed  Charges  has  fluctuated  from  $10,067,408.37  in  the  fiscal  year 
1891-92  to  $4,449,999.04  in  1893-94.     The  average  of  the  past  five  years  has  been  $7,801,645.78. 

The  smallest  results  were  brought  about  by  the  well-known  combination  of  currency  panic,  floods, 
social  disorders  and  short  crops,  all  of  which  are  unlikely  to  occur  again  at  any  one  time. 

The  net  income  during  the  last  fiscal  year,  1894-95,  as  shown  on  page  20,  was $5,657,483  49 

To  which  should  be  added  allowance  for  extraordinary  expenses  of  the  receiverships,  of. . .  358,363   13 


Thus  making  the  adjusted  Net  Income  of  that  year $6,015,846  62 

The  gross  earnings  of  the  present  fiscal  year  show  an  increase  of  about  16  per  cent,  over  the  gross 
earnings  for  the  same  period  of  the  previous  year. 

The  fixed  annual  charges  under  the  Plan  of  Reorganization,  when  fully  carried  out  (exclusive  of 
bonds  reserved  for  new  construction),  will  amount  to  $6,052,660. 

Fourth. — Ample  Provision  for  Additional  Capital  as  Required  in  a  Series  of  Years 
for  the  Development  of  the  Property  and  for  the  Greater  Facilities  Necessitated  by  an 
Increased  Business. 

In  their  report  of  September  last,  the  Receivers  state  "that  provision  should  be  made  for  extraordinary 
expenditures  in  the  next  five  years  of  $9,000,000,  in  order  to  place  the  property  on  an  equal  footing  with 
its  rivals  for  economical  operation." 

RAILWAY  SYSTEM  AND  ITS  MORTGAGE  LIENS. 

The  railroad  of  the  Northern  Pacific  system  is  composed  of 

Main  Line,         4573%  2,152.35  miles. 

Branches,  54-27%  2,554.09      " 


100.     %  4,706.44  miles. 

The  General  First,  Second  and  Third   Mortgage   Bonds  are  secured  by  liens   in   their  respective  order 
upon  the  Land  Grant  and  upon  the  Main  Line  railroad,  as  above. 

The  Consolidated  Mortgage  Bonds  are  secured  by  a  fourth  lien  upon  the  Land  Grant  and  upon 
the  Main  Line  railroad,  and  also  by  the  pledge  of  First  Mortgage  Bonds  upon  various  Branch  Lines  having 
an  aggregate  length  of  1,415.85  miles. 

None  of  the  four  mortgages  cover  (except  by  leasehold)  any  of  the  terminal  properties  owned  by  the 
St.  Paul  &  Northern  Pacific  Railroad  Company,  the  Northern  Pacific  Terminal  Company  of  (Portland) 
Oregon,  or  the  Northern  Pacific  &  Manitoba  Terminal  (Winnipeg),  all  of  which  are  owned  by  separate 
organizations. 

There  are  other  branch  roads  comprising  1,138.24  miles,  the  bonds  of  which  are  directly  owned  by 
the  public. 


UNITED  STATES  LAND  GRANT. 

The  Public  Lands  granted  by  the  United  States  to  the  Northern  Pacific  Railroad  Company  under  its 
charter  July  2,  1864,  amounted  to  12,800  acres  to  the  mile  of  track  in  the  States  of  Minnesota  and  Oregon, 
and  25,600  acres  per  mile  in  the  intermediate  Territories. 

It  is  estimated  that  under  this  grant  the  Company  is  entitled  to  receive  about  43,000,000  acres,  of 
which  22,823,115  acres  have  been  selected  as  belonging  to  the  Northern  Pacific  Railroad  Company.  Of 
these,  United  States  patents,  vesting  the  title  to  the  fee  of  such  lands  in  the  Company,  have  been  received 
for  15,939,189  acres. 

The  operations  of  the  Land  Department,  as  shown  on  page  21,  during  the  past  five  years  show  that 
from  all  sources  (exclusive  of  proceeds  of  sales  applicable  to  the  Preferred  Stock,  or  by  Trustees  of  Prior 

Mortgages  to  their  interest  and  sinking  funds),  the  total  Income  was $3,076,308  37 

while  the  Expenses  and  Taxes  amounted   to 1,304, 145   39 

leaving  for  the  Sinking  Fund  of  the  General  First  Mortgage  only $1,772,162  98 

while  for  the  same  period  the  requirements  thereunder  amounted  to 3,272,860  00 

This  Deficiency  in  Proceeds  from  Land  Sales,  amounting  to $1,500,697  02 

was  supplied  from  the  Net  Earnings  of  the  Operating  Department  of  the  Railroad  Company. 

Of  late  the  diminution  of  sales  of  lands  applicable  to  this  and  other  mortgages,  has  thrown  upon 
the  transportation  earnings  of  the  Company  the  burden  of  their  Sinking  Fund  charges. 

These  charges,  with  the  other  Sinking  Fund  obligations  to  the  public,  amounting  to  $1,463,763 
per  annum,  will  be  entirely  relieved  by  the  full  operation  of  the  Plan  of  Reorganization. 

None  of  the  new  bonds  will  be  subject  to  drawing  or  compulsory  redemption  prior  to  their  regular 
maturity,  a  feature  now  quite  generally  recognized  by  investors  as  most  desirable.  At  the  same  time  they 
will,  after  the  retirement  of  the  present  General  First  Mortgage  Bonds,  receive  all  the  benefits  of  the  land 
sales  through  the  mortgage  provision  that  one-half  the  proceeds  thereof,  not  exceeding  $500,000  in  any 
one  year,  shall  be  used  in  the  purchase,  at  not  exceeding  no  per  cent,  and  the  cancellation,  of  Prior  Lien 
4  per  cent.  Bonds,  and  when  these  are  not  obtainable,  then  in  the  purchase,  at  not  exceeding  100  per 
cent,  and  the  cancellation,  of  General  Lien  3  per  cent.  Bonds,  and  that  the  remainder  shall  be  used  for 
betterments  and  additions  to  the  mortgaged  property. 

As  it  now  stands,  the  System  in  its  form  of  incorporation  and  capitalization,  is  a  development  without 
method  or  adequate  preparation  for  growth.  Scarcely  any  single  security  is  complete  in  itself.  The  Main 
Line  Mortgages  cover  neither  feeders  or  terminals.  The  Terminal  Mortgages  may  be  bereft  of  their  Main 
Line  support.  The  Branch  Line  Bonds  are  dependent  upon  the  Main  Line  for  interchange  of  business,  and 
the  Main  Line  owes  a  large  part  of  its  business  to  the  Branch  Lines. 

The  principal  object  of  the  Reorganization  Committee  has  been  to  preserve  the  integrity  of  the 
System.  The  Plan  now  presented  for  the  reorganization  of  the  property  is  founded  upon  the  idea  that 
its  unification  means  its  preservation  and  prosperity,  both  of  which,  it  is  believed,  can  now  be  thus 
permanently  accomplished  with  the  best  possible  security  and  results  for  all  interests. 


The  conversion  of  the  General  First  Mortgage  Bonds  upon  the  terms  set  forth  in  the  Plan  is 
recommended  by  Messrs.  J.  P.  Morgan  &  Co.,  August  Belmont  &  Co.  and  Winslow,  Lanier  &  Co., 
who  originally  issued  those  bonds,  as  well  as  by  the  German  Committee  of  General  First  Mortgage 
Bondholders. 

The  Plan  has  been  prepared  with  the  approval  and  cooperation  of  Messrs.  J.  P.  Morgan  &  Co.  and 
the  Deutsche  Bank. 

The  Plan  has  received  the  approval  of  the  representatives  of  a  majority  of  the  Bondholders  of  the 
three  Main  Line  mortgages  in  process  of  foreclosure  (the  General  Second,  General  Third  and  Consolidated 
Mortgages),  and  of  other  important  interests  affected  by  the  terms  of  reorganization. 

It  has  also  received  the  approval  of  the  interests  represented  by  the  Protective  Committee. 
Messrs.  J.  P.  Morgan  &  Co.  and    the    Deutsche    Bank    have  formed   the  necessary  Syndicate  of 
$45,000,000,  and  Messrs.  J.  P.  Morgan  &  Co.  will  act  as  Reorganization  Managers. 

EDWARD  D.  ADAMS,   Chairman. 

JOHN  C.  BULLITT, 

LOUIS  FITZGERALD, 

CHARLES  H.  GODFREY, 

J.  D.  PROBST, 

JAMES  STILLMAN, 

ERNST  THALMANN, 

Reorganization   Committee. 

The  undersigned  Protective  Committee  hereby  join  in  recommending  the  prompt  acceptance  of  the 

accompanying  Plan  and  Agreement. 

Brayton  Ives,  Chairman. 

August  Belmont, 

George  R.  Sheldon, 

Charlemagne  Tower,  Jr., 

Protective  Committee. 

Silas  W.  Pettit, 

Counsel. 
New  York,  March   16th,   1896. 


PLAN    FOR  THE    REORGANIZATION 

OF  THE 

NORTHERN    PACIFIC    SYSTEM 


CONDITIONS  OF  PARTICIPATION. 

Participation  under  this  Plan  of  Reorganization  in  any  respect  whatsoever  is  dependent  on  the 
deposit  of  securities  with  one  of  the  Depositaries,  Messrs.  J.  P.  MORGAN  &  CO.,  23  Wall  Street, 
New  York,  Messrs.  DREXEL  &  CO.,  Fifth  and  Chestnut  Streets,  Philadelphia,  the  DEUTSCHE  BANK, 
Berlin,  and  its  Branches  at  Frankfort-on-Main,  Bremen,  Hamburg,  Munich  and  London,  within  such  time 
as  may  be  fixed  by  notice,  and  will  embrace  only  securities  so  deposited. 

No  securities  will  be  received  on  deposit  unless  in  negotiable  form,  and  bonds  must  carry  all 
unpaid  coupons. 

Pursuant  to  the  arrangement  with  a  Syndicate,  hereinafter  stated : 

As  consideration  for  shares  of  the  new  Company  as  hereinafter  indicated,  Depositors  of  Preferred 
Stock  must  also  pay  $10  per  share  for  new  Preferred  and  Common  Stock,  and  Depositors  of  Common 
Stock  must  pay  $15  per  share  for  new  Common  Stock. 

The  payments  by  Depositors  of  such  Common  and  Preferred  Stock  must  be  made  at  the  offices  of 
Messrs.  J.  P.  Morgan  &  Co.,  New  York,  or  Messrs.  Drexel  &  Co.,  Philadelphia,  or  of  the  Deutsche  Bank, 
Berlin  and  London,  at  the  option  of  each  depositing  stockholder,  in  not  less  than  three  instalments, 
at  least  thirty  days  apart,  when  and  as  called  for  by  advertisement  in  each  instance  at  least  twice  a 
week  for  two  weeks  in  two  of  the  daily  papers  of  general  circulation  published  in  the  Cities  of  New 
York,  Philadelphia,  London  and  Berlin,  respectively. 

All  payments  must  be  receipted  for  by  one  of  the  Depositaries  on  the  Certificates  of  Deposit. 

Failure  to  pay  any  installment  when  and  as  payable  will  subject  the  deposited  stock  and  all  rights 
on  account  of  any  prior  payments  to  forfeiture,  as  hereinafter  provided. 

Holders  of  Certificates  of  the  Mercantile  Trust  Company  of  New  York  for  General  Second,  General 
Third  and  Consolidated  Mortgage  Bonds,  deposited  under  the  existing  Bondholders'  Agreement  of  February 
19,  1894,  will  be  entitled  to  the  benefits  of  this  Plan  without  the  issue  of  new  receipts  or  certificates, 
provided,  that  if  hereafter  required  by  the  Managers  and  within  the  time  limited  therefor,  such  existing 
certificates  be  produced  to  one  of  the  Depositaries  and  stamped  as  assenting  to  this  Plan. 

All  holders  of  General  Second,  General  Third  and  Consolidated  Mortgage  Bonds  who  have  not 
already  deposited  their  bonds  with  the  Mercantile  Trust  Company  of  New  York  under  the  existing  Bond- 
holders' Agreement,  shall,  by  delivery  of  their  bonds  to  the  Depositaries,  be  deemed  to  deposit  their  bonds 
under  said  Bondholders'  Agreement,  and,  for  the  bonds  deposited,  will  receive  Certificates  of  said  Trust 
Company  issued  under  that  agreement,  duly  stamped  by  one  of  the  Depositaries  as  assenting  to  this  Plan. 

The  Depositaries  will  issue  negotiable  receipts  for  all  other  securities  deposited  with  them. 

The  holders  of  receipts  heretofore  issued  by  the  New  York  Security  and  Trust  Company  of  New 
York  for  General  Second  Mortgage  Bonds,  and  by  the  New  York  Guaranty  and  Indemnity  Company  for 
General  Third  Mortgage  Bonds,  must  surrender  the  same  to  one  of  the  Depositaries  and  must  obtain 
suitable  new  certificates  hereunder  in  exchange  therefor,  in  order  to  entitle  them  to  any  benefit  of  this 
Plan.  Bonds  represented  by  such  receipts  not  actually  delivered  to  the  Depositaries  will  not  be  entitled  to 
participation  herein. 


8 

NEW  RAILROAD    COMPANY. 

At  the  discretion  of  the  Managers,  the  various  properties  will  be  sold  under  one  or  more  of  the 
several  mortgages  in  default,  or  otherwise  dealt  with,  and  a  successor  company  will  be  organized. 

Pending  their  use  for  reorganization  purposes,  the  securities  deposited  hereunder  will  be  delivered 
by  the  Depositaries  to  one  or  more  Trust  Companies,  to  be  held  by  them  respectively  subject  to  the  order 
and  control  of  the  Managers. 

All  securities  deposited  under  the  Plan  are  to  be  kept  alive  so  long  as  deemed  necessary  for  the 
purpose  of  reorganization. 

NEW   STOCKS   AND    BONDS. 

The  new  Company  is  to  authorize  the  following  securities : 

First.     Prior  Lien  One  Hundred  Year  4  per  cent.  Gold  Bonds  for  $130,000,000.* 

These  bonds  are  to  be  secured  by  a  mortgage  upon  the  Main  Line,  Branches,  Terminals,  Land 
Grant,  Equipment,  and  other  property,  embraced  in  the  reorganization  as  carried  out,  and  also  upon  all 
other  property  thereafter  acquired  by  the  use  of  any  of  the  bonds  to  be  issued  under  both  the  nciv  mortgages. 

The  present  General  First  Mortgage  covers  only  the  main  line,  land  grant  and  the  equipment  so  far 
as  owned  by  the  Company. 

The  proceeds  of  the  lands  applicable  to  the  new  bonds  after  the  retirement  of  the  General  First 
Mortgage  Bonds  (as  provided  below)  will  be  applied,  one-half,  but  not  in  any  one  year  exceeding  $500,000, 
to  the  purchase  of  the  Prior  Lien  4  per  cent.  Bonds  at  not  exceeding  1 10  per  cent.,  and  their  cancellation, 
and  the  remainder,  under  carefully  guarded  restrictions  in  the  mortgage,  will  be  used  for  betterments  and 
additions  to  the  property  pledged  as  security  for  the  bonds. 

Whenever  these  bonds  cannot  be  purchased  at  the  maximum  price,  the  unapplied  land  proceeds 
for  that  year  will  be  used  to  purchase  the  General  Lien  3  per  cent.  Bonds  at  not  exceeding  100  per 
cent,  and  their  cancellation. 

These  bonds  are  to  be  appropriated  approximately  as  follows : 

To  retire  an  equal  amount  of  General  First  Mortgage  Bonds $41,879,000 

To  provide  for  the  conversion  and,  so  far  as  necessary,  for  the  Sinking  Fund  of  the  General 
First  Mortgage  Bonds  (any  amount  not  so  used  to  be  added  to  the  reserve  for  new 

construction,  etc.) 14,657,650 

For  the  payment  of  Receivers'  Certificates  and  Equipment  Trust,  and  the  conversion  of 

the  Collateral  Trust  Notes  and  General  Second  Mortgage  Bonds 40,040,350 

Total  present  issue  under  the  Plan $96,577,000 

Reserved  to  provide  at  their  maturity  for  an  equal  amount  of  Bonds  of  the  St.   Paul   & 

Northern  Pacific  Railroad  Company 8,423,000 

Estimated  amount  to  be  reserved  for  new  construction,  betterments,  equipment,  etc.,  under 

carefully  guarded  restrictions  in  the  mortgage,  and  to  the  extent  of  not  exceeding 

$1,500,000  per  annum 25,000,000 

Total  authorized  issue $130,000,000 

*  Bonds  will  be  issued  in  the  following  denominations  :  Coupon  Bonds  of  $500  and  $1,000,  with  privilege  of  conversion  into  Regis- 
tered Bonds  of  $1,000  and  $10,000. 

All  interest  will  be  payable  quarterly,  and  both  principal  and  interest  will  be  payable  in  United  States  gold  coin  of  the  present 
standard  of  weight  and  fineness,  without  deduction  for  any. taxes  which  the  Railroad  Company  may  be  required  to  pay  or  retain  therefrom. 


9 

Second.  GENERAL  LlEN  150  YEAR  3  PER  CENT.  GOLD  BONDS*,  limited  in  amount  to  $60,000,000, 
in  addition  to  a  reserve  for  the  100  year  4  per  cent.  Prior  Lien  Mortgage  of  $130,000,000. 

These  bonds  are  to  be  secured  by  a  mortgage  second  in  lien  to  the  Prior  Lien  Mortgage,  and  covering 
the  same  property. 

They  are  to  be  appropriated  approximately  as  follows : 

For  the  conversion  of  the  General  Third  Mortgage  Bonds,  Dividend  Certificates,  and  the 

Consolidated  Mortgage  and  Branch  Line  Bonds  under  the  Plan $56,000,000 

Estimated  amount  to  be  reserved  under  carefully  guarded  restrictions  in  the  mortgage,  for 

new  construction,  betterments,  equipment,  etc 4,000,000 

Total  issue  in  excess  of  Prior  Lien  Bonds 60,000,000 

Reserved  to  provide  for  the  Prior  Lien  Bonds  at  their  maturity  in  100  years 130,000,000 

Maximum  amount  of  both  Mortgages $190,000,000 

Third.  Preferred  Stock,  4  per  cent.  Non-cumulative,  limited  in  amount,  under  this  Plan, 
to  not  exceeding  $75,000,000,  which  amount  can  be  increased  only  with  the  consent  of  the  Preferred  and 
Common  Stockholders,  as  hereinafter  set  forth.  All  the  Preferred  Stock  will  be  in  shares  of  $100  each, 
and  will  be  registered  and  transferable,  at  the  option  of  the  holder,  either  in  New  York  or  at  the  Deutsche 
Bank,  Berlin.  Dividends  upon  stock  registered  in  Berlin  may  be  collected  there  at  the  rate  of  4.20  marks 
per  dollar. 

Each  share  of  this  Preferred  Stock  will  be  entitled  to  non-cumulative  dividends  to  the  extent  of 
four  per  cent,  per  annum,  payable  quarterly  out  of  surplus  net  earnings  in  each  fiscal  year  before  any  divi- 
dends for  such  year  shall  be  paid  on  the  Common  Stock,  and  without  deduction  for  any  United  States, 
State  or  municipal  taxes  that  the  Railroad  Company  may  at  any  time  be  required  to  pay  or  retain  therefrom. 

In  any  fiscal  year  in  which  four  per  cent,  dividends  shall  have  been  declared  on  both  preferred  and 
common  stock,  all  shares,  whether  preferred  or  common,  shall  participate  equally  in  any  further  dividends 
for  such  year. 

Provision  will  be  made  that  after  the  termination  of  the  Voting  Trust  hereinafter  provided  for,  the 
Preferred  Stock  is  to  have  the  right  to  elect  a  majority  of  the  Board  of  Directors  of  the  new  Company 
whenever  for  two  successive  quarterly  periods  the  full  and  regular  quarterly  dividends  upon  the  Preferred 
Stock,  at  the  rate  of  four  per  cent,  per  annum  are  not  paid  in  cash. 

The  right  will  be  reserved  by  the  new  Company  to  retire  this  stock,  in  whole  or  in  part,  at  par, 
from  time  to  time,  upon  any  first  day  of  January  during  the  next  twenty  years. 

The  Preferred  Stock  will  be  appropriated  approximately  as  follows : 

For  conversion  and  adjustment  of  various  Main  Line  and  Branch  Line  Mortgage  Bonds 

and  the  defaulted  interest  thereon,  and  other  purposes,  as  provided  in  the  Plan.  . .  .         $72,500,000 

Estimated  amount  which  may  be  used  for  reorganization  purposes  or  may  be  available  as  a 

Treasury  asset  of  the  new  Company 2,500,000 

$75,000,000 
Fourth.     Common  Stock  to  the  amount  of  not  exceeding  $80,000,000,  in  shares 

of  $100  each. 

This  stock  will  be  appropriated  approximately  as  follows : 

For  purposes  of  reorganization,  as  provided  in  the  Plan $77,500,000 

Estimated  amount  which  may  be  used  for  reorganization  purposes  or  may  be  available  as  a 

Treasury  asset  of  the  new  Company 2,500,000 

$80,000,000 

*  Bonds  will  be  issued  in  the  following  denominations :  Coupon  Bonds  of  $500  and  $1,000,  with  privilege  of  conversion  into  Regis- 
teredJBonds  of  $1,000  and  $io,ooo. 

All  interest  will  be  payable  quarterly,  and  both  principal  and  interest  will  be  payable  in  United  States  gold  coin  of  the  present 
standard  of  weight  and  fineness,  without  deduction  for  any  taxes  which  the  Railroad  Company  may  be  required  to  pay  or  retain  therefrom. 


10 

VOTING  TRUST. 

In  furtherance  of  this  independent  reorganization  and  the  administration  of  the  property  and  of  the 
securities,  both  classes  of  stock  of  the  new  Company  (except  such  number  of  shares  as  may  be  disposed  of 
to  qualify  directors)  are  to  be  vested  in  the  following  five  Voting  Trustees :  J.  Pierpont  Morgan,  Georg 
Siemens,  August  Belmont,  Johnston  Livingston  and  Charles  Lanier. 

In  the  event  of  the  death  of  any  person  designated  as  a  Voting  Trustee,  prior  to  the  creation  of  the 
Voting  Trust,  the  vacancy  shall  be  filled  as  provided  in  the  Reorganization  Agreement  hereunto  annexed, 
and  which  is  comprised  in  and  forms  part  of  this  Plan,  with  the  same  force  and  effect  as  though  herein 
set  forth  at  length.  The  stock  shall  be  held  by  the  Voting  Trustees  and  their  successors,  jointly  (under 
a  trust  agreement  prescribing  the  powers  and  duties  to  be  exercised  by  them,  or  by  a  majority  of  them, 
and  the  method  of  filling  vacancies),  for  five  years,  although  the  Voting  Trustees,  in  their  discretion,  may 
deliver  the  stock  at  any  earlier  date.  Until  delivery  of  stock  is  made  by  the  Voting  Trustees,  they  shall 
issue  Stock  Trust  certificates  entitling  the  registered  holders  to  receive,  at  the  time  therein  provided,  stock 
certificates  for  the  number  of  shares  therein  stated,  and  in  the  meanwhile  to  receive  payments  equal  to 
the  dividends  collected  by  the  Voting  Trustees  upon  a  like  number  of  shares,  which  shares,  however,  with 
the  voting  power  thereon,  shall  be  vested  in  the  Voting  Trustees  until  the  stock  shall  become  deliverable, 
as  provided  in  such  Trust  Agreement  and  certificates  of  the  Voting  Trustees. 


RESTRICTIONS  AS  TO  ADDITIONAL  MORTGAGE  DEBT  AND  PREFERRED  STOCK. 

Provision  is  to  be  made  that  no  additional  mortgage  shall  be  put  upon  the  property  to  be  acquired 
hereunder,  nor  the  amount  of  the  Preferred  Stock  authorized  under  this  Plan  be  increased,  except,  in  each 
instance,  after  obtaining  the  consent  of  the  holders  of  a  majority  of  the  whole  amount  of  the  Preferred 
Stock,  given  at  a  meeting  of  the  Stockholders  called  for  that  purpose,  and  the  consent  of  the  holders 
of  a  majority  of  such  part  of  the  Common  Stock  as  shall  be  represented  at  such  meeting,  the  holders  of 
each  class  of  stock  voting  separately.  During  the  existence  of  the  Voting  Trust,  the  consent  of  holders  of 
like  amounts  of  the  respective  classes  of  beneficial  certificates  shall  also  be  necessary  for  the  purposes 
indicated. 


11 

ESTIMATE    OF  TOTAL   NEW   CAPITALIZATION,* 

UNDER   THE   PLAN   WHEN   FULLY   CARRIED   OUT 

(Exclusive  of  bonds  and  stock  reserved  for  new  construction,  etc.) 


Securities. 


Prior  Lien  Bondst.  . 
General  Lien  Bonds. 


Total  Bonds. 


Preferred  Stock $72,500,000 

Common  Stock 77,500,000 


Total  Stock 


Amount. 


$105,000,000 
56,000,000 


161,000,000 


I  50,000,000 


Total  Capitalization $31 1,000,000 

Total  Annual  Charges  prior  to  the  Common  Stock 


Annual  Interest 
and  Dividend. 


$4,372,660 
I,680,0O0 


6,052,660 
2,900,000 


$8,952,660 


t  Including  $8,423, 000  St.  Paul  and  Northern  Pacific  Bonds. 


ESTIMATE  OF  AMOUNT  AND  CHARGES  PER  MILE.* 


Securities. 


Amount  po- 
ntile. 


Interest  and  Divi- 
dend per  mile. 


Prior  Lien  Bonds.  .  . 
General  Lien  Bonds , 


Total  Bonds,  per  mile. 


Preferred  Stock $15,404 

Common  Stock 16,467 


Total  Stock,  per  mile. 


$22,310 
11,899 


34,209 


31,871 


Total  Capital  per  mile $66,080 


$929 
357 


1,286 
616 


Annual  Charges  per  mile  prior  to  Common  Stock $1,902 


*  These  calculations  are  based  upon  4,706.44  miles,  and  are  consequently  subject  to  variation  according  to  the  actual  mileage  finally 
embraced  in  the  reorganization. 


12 

APPLICATION  OF  SECURITIES. 

The  following  details  show  the  disposition  to  be  made  under  the  Plan  of  the  securities  of  the  new 
Company. 

As  a  consideration  for  the  property  and  securities  to  be  conveyed  or  delivered  to  the  new  Company, 
or  which,  pursuant  to  the  Plan,  the  new  Company  shall  acquire,  it  is  contemplated  that  the  new  Company 
shall  deliver  the  new  bonds  and  stock,  excepting  the  new  bonds  to  be  reserved  to  take  up  such  of  the 
existing  securities  as  are  not  disturbed,  and  such  final  amounts  as  shall  be  reserved  for  the  future  use  of 
the  new  Company. 

The  requisite  deliveries  of  the  new  securities  to  depositors  and  subscribers  under  the  Plan  will  thus 

be  provided  for. 

GENERAL   FIRST   MORTGAGE   BONDS. 

Privilege  of  Conversion. 

The  present  General  First  Mortgage  Bonds  mature  in  192 1,  but  are  redeemable  by  compulsory 
drawings  at  any  time  at  no  per  cent,  from  the  proceeds  of  land  sales  or  the  fixed  annual  contribution 
by  the  Company  to  the  Sinking  Fund. 

These  compulsory  redemptions  in  the  past  have  been  a  disturbing  factor  in  all  calculations  for 
investment  purposes,  and  the  inauguration  of  a  new  and  vigorous  policy  for  the  sale  of  the  lands  may  be 
expected  from  this  time  forward  greatly  to  increase  the  amount  of  such  redemptions. 

In  some  years  these  redemptions  have  required  large  contributions  from  the  Operating  Department, 
to  the  extent  even  of  the  entire  amount  of  the  Sinking  Fund,  a  sum  which  would  provide  for  the  annual 
interest  on  about  $19,000,000  of  Prior  Lien  Bonds  as  now  proposed.  It  is  manifestly  to  the  benefit  of  the 
holders  of  General  First  Mortgage  Bonds  to  secure  an  investment  of  longer  continuance  and  it  is  also  to 
the  benefit  of  all  subsequent  securities  to  diminish  this  unnecessarily  large  burden  of  annual  fixed  charge. 

To  relieve  the  bondholders  from  these  calls  for  redemption,  which  prevent  their  bonds  from  reaching 
the  high  price  they  would  otherwise  command,  and  to  relieve  the  Company  from  the  burden  of  the  Sinking 
Fund  requirements,  and  permit  the  use  of  a  portion  of  the  proceeds  of  land  sales  for  the  benefit  of  the 
property, 

Holders  of  the  General  First  Mortgage  Bonds  are  now  offered  the  privilege  of  converting  or 
exchanging  their  bonds  for  the  new  Prior  Lien  100-year  4  per  cent.  Gold  Bonds,  at  the  rate  of  $1,000  old 
bonds  (coupon  or  registered)  for  $1,350  of  new  bonds. 

To  avail  of  this  offer,  holders  must  deposit  their  bonds  as  provided  on  page  7  hereof. 

Bonds  deposited  for  conversion  under  this  privilege  will  be  entitled  to  receive  on  April  1st  next,  a 
cash  payment  of  $30  per  $1,000  bond  so  deposited  in  lieu  of  the  six  months'  interest  that  would  mature 
July  1  next  on  such  bond.  The  first  coupon  on  the  Prior  Lien  Bonds  offered  in  exchange  for  General  First 
Mortgage  Bonds  will  be  payable  October  1  next,  and  in  case  of  any  delay  in  the  reorganization,  payments 
equal  to  the  amount  of  such  new  coupons  will  be  made  on  that  date  and  quarterly  thereafter  until  the 
new  bonds  are  delivered.  These  payments  will,  in  the  absence  of  other  provision,  be  made  by  the  Syn- 
dicate, which  will  reimburse  itself  out  of  the  present  General  First  Mortgage  coupons  as  collected. 

The  right  is  expressly  reserved  to  modify  these  terms  or  to  terminate  the  privilege  at  any  time,  and 
without  notice. 

The  old  bonds  now  outstanding  are  at  the  rate  of  about  $20,466  per  mile.  The  Prior  Lien  Bonds, 
including  those  reserved  for  the  St.  Paul  and  Northern  Pacific  Bonds  (but  not  including  those  to  be 
reserved  for  new  construction,  etc.),  will,  on  the  basis  of  4,706  miles,  amount  to  about  $22,310  per  mile, 
and  will  cover  all  the  Equipment  and  the  Branches  and  Terminals  as  proposed  under  the  Plan. 

It  is  not  sought  in  any  way  to  enforce  a  conversion  of  the  present  General  First  Mortgage  Bonds, 
and  this  offer  is  made  solely  upon  the  belief  that  on  the  terms  proposed  such  conversion,  while  advan- 
tageous to  the  Company,  is  also  manifestly  to  the  advantage  of  bondholders  so  converting. 


13 

The  fixed  charges  for  interest  and  sinking  funds  on  the  present  General  First  and  Divisional 
Mortgage  Bonds  are  at  the  rate  of  $1,618  per  mile  per  annum,  while  it  is  estimated  that  they  will  amount 
to  only  $929  per  mile  per  annum  on  the  Prior  Lien  Bonds. 

The  advantage  is  obvious  of  a  mortgage  resting  upon  a  complete  and  entire  system,  including  Main 
Line  and  all  branches  brought  into  the  new  Company,  together  with  Terminals,  Land  Grant  and  Equip- 
ment, and  having  over  $200,000,000  of  bond  and  share  capital  behind  it,  securing  a  gold  bond  run- 
ning for  one  hundred  years,  as  compared  with  a  bond  at  all  times  liable  to  compulsory  retirement,  and 
secured  by  only  part  of  the  system. 

NORTHWEST   EQUIPMENT  COMPANY. 

The  shares  deposited  under  the  Plan  to  be  purchased  at  par  flat  as  of  June  1,  1896,  payable,  with 
interest  from  that  date  at  6  per  cent,  per  annum,  at  any  time,  in  the  discretion  of  the  Managers,  on  or 
before  completion  of  reorganization. 

COLLATERAL  TRUST  NOTES. 

Those  deposited  under  the  Plan  to  receive — 

3  per  cent,  in  cash  May  1,  1896,  and  4  per  cent,  in  cash  January  I,  1897. 
100  per  cent,  in  Prior  Lien  4  per  cent.  Bonds. 

20  per  cent,  in  Preferred  Stock  Trust  Certificates. 

GENERAL  SECOND  MORTGAGE  BONDS. 

Those  deposited  under  the  Plan  to  receive — 

4  per  cent,  in  cash  within  sixty  days  after  the  Plan  has  been  declared  operative. 
118^  per  cent,  in  Prior  Lien  4  per  cent.  Bonds. 

50  per  cent,  in  Preferred  Stock  Trust  Certificates. 

GENERAL  THIRD   MORTGAGE   BONDS. 

Those  deposited  under  the  Plan  to  receive — 

3  per  cent,  in  cash  within  sixty  days  after  the  Plan  has  been  declared  operative. 
\\%x/2  per  cent,  in  General  Lien  3  per  cent.  Bonds. 
50  per  cent,  in  Preferred  Stock  Trust  Certificates. 

DIVIDEND   CERTIFICATES. 

Those  deposited  under  the  Plan  to  receive — 

3  per  cent,  in  cash  within  sixty  days  after  the  Plan  has  been  declared  operative. 
1 18  per  cent,  in  General  Lien  3  per  cent.  Bonds. 
50  per  cent,  in  Preferred  Stock  Trust  Certificates. 

CONSOLIDATED   MORTGAGE   BONDS. 

Those  deposited  under  the  Plan  to  receive — 

1  ^  per  cent,  in  cash  within  sixty  days  after  the  Plan  has  been  declared  operative. 
66yi  per  cent,  in  General  Lien  3  per  cent.  Bonds. 
62yi  per  cent,  in  Preferred  Stock  Trust  Certificates. 

Except  as  collected  out  of  the  coupons,  the  Managers  will  have  a  lien  upon  deposited  securities  for 
cash  advanced  as  above  provided,  after  the  Plan  shall  have  been  declared  operative. 


14 

Interest  on  all  new  Bonds  to  be  delivered  in  exchange  for  old  securities  will,  unless  otherwise 
stated,  accrue  from  January  I,  1897,  and  will  be  payable  on  or  before  completion  of  reorganization. 

Equitable  cash  settlements  will  be  made  for  fractional  amounts  of  new  bonds  and  stocks  accruing  to 
depositors. 

BRANCH   ROAD   BONDS. 

Holders  of  the  Bonds  issued  by  the  following  Companies  are  requested  to  communicate  with 
Messrs.  J.  P.  Morgan  &  Co.,  New  York,  or  with  the  Deutsche  Bank,  Berlin,  giving  the  amount  of  their 
holdings,  and  stating  whether  held  in  Bonds  or  Certificates  of  Deposit : 

Central  Washington  Railroad  Company. 

Cceur  d'Alene  Railway  &  Navigation  Company. 

Duluth  &  Manitoba  Railroad  Company  (Minnesota  Division). 

Duluth  &  Manitoba  Railroad  Company  (Dakota  Division). 

Helena  &  Red  Mountain  Railroad  Company. 

James  River  Valley  Railroad  Company. 

Northern  Pacific  &  Montana  Railroad  Company. 

Northern  Pacific  &  Manitoba  Railway  Company  Terminal  Bonds. 

Seattle,  Lake  Shore  &  Eastern  Railroad  Company. 

Spokane  &  Palouse  Railway  Company. 

None  of  these  Branch  Roads  (Seattle,  Lake  Shore  &  Eastern  alone  excepted)  owns  any  consider- 
able amount  of  equipment ;  all  require  more  or  less  expenditure  for  the  restoration  of  their  track,  roadbed, 
stations,  etc.,  to  proper  condition;  all  are  deficient  in  their  rights  of  way;  some  have  general  traffic  all  the 
year,  while  others  are  dependent  mainly  upon  the  special  business  of  a  few  months  annually ;  and  some  earn 
varying  rates  of  interest  upon  their  cost. 

In  order  to  deal  equitably  with  the  holders  of  these  Branch  Bonds,  it  is  deemed  necessary  to  consider 
each  case  separately,  and  upon  its  own  individual  merits. 

After  hearing  from  a  large  proportion  of  each  class  of  these  bondholders,  steps  will  be  taken  to 
arrive  at  some  fair  basis  of  adjustment,  for  which  General  Lien  3  per  cent.  Bonds  and  new  Preferred 
Stock  Trust  Certificates  have  been  reserved  under  this  Plan. 

PREFERRED   STOCK. 

Upon  completion  of  the  reorganization,  the  Reorganization  Managers  in  behalf  of  the  Syndicate 
will  deliver  to  each  Depositor  of  one  share  ($100)  of  Preferred  stock — 

$50  in  new  Preferred  Stock  Trust  Certificates,  and 
50  in  new  Common  Stock  Trust  Certificates, 
in  consideration  of  his  payment  therefor  of  $10  per  share,  as  provided  on  page  7  of  this  Plan. 

COMMON   STOCK. 

Upon  completion  of  the  reorganization,  the  Reorganization  Managers,  in  behalf  of  the  Syndicate, 
will  deliver  to  the  Depositor  of  each  share  ($100)  of  old  Common  Stock  one  share  ($100)  of  new  Common 
Stock  Trust  Certificate,  in  consideration  of  his  payment  therefor  of  $15  per  share,  as  provided  on  page  7  of 
this  Plan. 


15 

In  addition  to  the  payment  of  all  defaulted  interest  to  January  i,  1897,  m  casn  and  New  Mortgage 
Bonds,  the  holders  of  the  three  Main  Line  Mortgage  Bonds  in  default  will  receive  a  considerable  increase 
of  principal  with  the  following  annual  income : 


Old  Securities. 

Fixed  Interest. 

Income  contingent 
upon 

Prior  Lien 
4  %  Bonds. 

General  Lien 
3  %  Bonds. 

Dividends  on  New  4  % 
Preferred  Stock. 

Total  income. 

Amount. 

Per  cent. 

Amount. 

Per  cent. 

Amount. 

Per  cent. 

Amount 

New 

Securities. 

Per  cent. 

on  Old 

Securities. 

$100  Seconds  receive* 
$100  Thirds  receive*. 
$100  Consols  receive*. 

$IOO 

4.OO 

$IOO 
50 

3.00 
I.50 

$50  OO 
50  OO 
62  50 

2.00 
2.00 
2.SO 

$150  OO 
150  OO 

112    SO 

6.00 
S-OO 
4.OO 

*  In  addition  to  amounts  allowed  for  coupons. 


The  position  of  the  holders  of  the  Common  Stock  of  the  new  Company  in  relation  to  fixed  annual 
charges  for  interest  and  sinking  funds  under  the  Plan,  as  compared  with  the  position  of  the  holders  of  the 
Common  Stock  of  the  present  Company,  is  as  follows : 


Fixed  Charges  and  Preferred  Dividends. 

Old  Company. 

New  Company. 

Reductions. 

Amount. 

Per  Cent. 

Fixed  annual  charges  prior  to  dividends 

$10,905,690 
2,819,064 

$6,052,660 
2,900,000 

$4,853,030 
80,936* 

44-SO% 
2.87%* 

Required  for  annual  dividends  upon  the 
Preferred  Stocks 

Total  fixed  charges  and  dividends  upon 
the  Preferred  Stocks,  prior  to  dividends 

$13,724,754 

$8,952,660 

$4,772,094 

34-77% 

•Increase. 


The  compensation  to  be  paid  to  Messrs.  J.  P.  Morgan  &  Co.  and  the  Deutsche  Bank  for  their  respective 
services  as  Managers  and  as  Depositaries  of  securities  has  been  fixed  at  one-quarter  {%%)  of  one  per  cent, 
upon  the  par  value  of  the  securities  deposited  under  the  Plan  and  of  the  new  securities  issued  in  exchange 
therefor,  but  not,  in  any  event,  to  exceed  $1,000,000  in  all  for  such  compensation  to  both  parties. 


16 


SYNDICATE. 

A  syndicate  has  been  formed  by  Messrs.  J.  P.  Morgan  &  Co.,  of  New  York,  and  the  Deutsche  Bank, 
of  Berlin,  to  the  subscribed  amount  of  $45,000,000,  to  provide  the  amounts  of  cash  estimated  as  necessary 
(1)  to  carry  out  the  terms  of  the  Plan  of  Reorganization,  and  (2)  to  furnish  the  new  Company  with  Cash 
working  capital  and  with  a  sum  estimated  at  $5,000,000  for  early  use  in  betterment  and  enlargement  of  its 
property. 


New  York,  March  16,  1896. 


17 


MILEAGE  OF  THE  NORTHERN  PACIFIC  SYSTEM. 


Main  Line 45-73%     2,152.35  miles. 

Branches 54.27%      .  .  . 2,554.09  miles. 


Owned 100.00%      4,706.44  miles. 

First,  Second  and  Third  Mortgages.  Mileage.  Total. 

Main  Line  mileage 2, 1 36.46 

Cokedale  Spur 3.59 

Carlton  to  Duluth,  one-half  of  24.60 12.30 

2,152.35 


Consolidated  Mortgage. 

A  fourth  lien  on  the  above  mileage  and  a  first  lien  on  the  following  mile- 
age through  the  ownership  of  Bonds  of  the  Branch  Roads  : 

Little  Falls  &  Dakota  R.  R 89.08 

Northern  Pacific,  Fergus  &  Black  Hills  R.  R 1 17.05 

Fargo  &  South-Western  R.  R 87.41 

Sanborn,  Cooperstown  &  Turtle  Mountain  R.  R 36.75 

Jamestown  &  Northern  R.  R.  Co 102.59 

Northern  Pacific,  La  Moure  &  Missouri  River  R.  R 21.30 

South-Eastern  Dakota  R.  R 14.84 

Jamestown  &  Northern  Extension  R.  R 18.03 

Helena  &  Jefferson  County  R.R.  Co 20.58 

Rocky  Mountain  R.  R.  of  Montana 52.61 

Spokane  Falls  &  Idaho  R.  R 14-39 

Clealum  R.  R 5-3° 

Northern  Pacific  &  Cascade  R.  R 17-37 

Green  River  &  Northern  R.  R 1 1.87 

Tacoma,  Orting  &  South-Eastern  R.  R 7-^5 

Rocky  Fork  &  Cooke  City  R.  R 45-43 

Northern  Pacific  &  Puget  Sound  Shore  R.  R 43-°8 

Duluth,  Crookston  &  Northern  R.  R 44-5 « 

United  Railroads  of  Washington 1 8 1.93 

Northern  Pacific  &  Manitoba  R.  R 263.54 

Spokane  &  Palouse  R.  R.,  Idaho  Division 61.61 

A  proportionate  first  lien  on  the  following  mileage,  based  on 

part  ownership  of  the  Bonds  outstanding: 

Central  Washington  R.  R 108.54 

Northern  Pacific  &  Montana  R.  R 354-38 

462.92 

Proportion  covered  by  Consolidated  Mortgage 158.93 

Total  mileage  covered  by  Consolidated  Mortgage 1,41 5.85 


Branch  Road  Bonds  owned  by  Public. 


18 


A  first  lien  on  the  following  mileage  : 
Proportion  of- — 

Central  Washington  R.  R.                )          ,  „„„  „„ 

Northern  Pacific :8c  Montana  R.  R.  \  aS  above 3°3" 

Spokane  &  Palouse  R.  R.,  in  Washington 89.33 

Cceur  d'Alene  Railway  &  Navigation  Co 49-59 

Helena  &  Red  Mountain  R.  R 17.08 

James  River  Valley  R.  R 63.75 

Duluth  &  Manitoba  R.  R 205.77 

Seattle,  Lake  Shore  &  Eastern  R.  R.  Co 227.03 

St.  Paul  &  Northern  Pacific  R.  R.  Co 181.70 

Total  mileage  owned 


1,13824 
4,706.44 


Mileage  not  owned. 


Operated  by  Trackage  Rights : 
Carlton  to  Duluth 


12.30 


Tracks  and  Terminals  Rented. 


St.  Paul  Union  Depot .56 

Great  Northern  Railway 12.12 

Minneapolis  Union  Railway  Co 2.60 

Minn.  &  St.  Louis  Railway  Co 1.62 

Northern  Pacific  Terminal  Co.,  of  Oregon 1.32 

St.  Paul  &  Superior  Short  Line 2.37 

Winnipeg  Transfer 1.24 

Total  miles  operated 


34-13 


4.740.57 


The  above  system  of  the  Northern  Pacific  Railroad  is  located  as  follows : 


STA  TE. 

Miles  of 
Main  Line. 

Miles  of 
Branches. 

Total  Miles. 

78.63 
249.4O 

376.93 

786.68 

84.06 

537-97 
38.68 

498.76 
484.02 
49O.O8 
IO5.64 
712.05 

263.54 

78.63 

748.16 

86O.95 

1,276.76 

189.7O 

1,250.02 

38.68 

263.54 

North  Dakota 

Washington 

Oregon 

Manitoba 

2,152.35 

2,554.09 

4,706.44 

19 


BONDS 


ISSUED   OR   GUARANTEED   BY   THE 


NORTHERN  PACIFIC  RAILROAD  COMPANY, 


HELD    BY    THE    PUBLIC, 


JANUARY  I,  1896. 


TITLE    OF   BONDS. 


Northern  Pacific  Railroad  Company. 

Missouri  Division  First  Mortgage 

Pend  d'Oreille  Division  First  Mortgage 

General  First  Mortgage 

General  Second  Mortgage  Bonds 

Receivers'  Certificates 

General  Third  Mortgage  Bonds 

Dividend  Certificates 

Consolidated  Mortgage  Bonds 

Collateral  Trust  Notes 

Northwest  Equipment  Company 

Terminal  Bonds.     Principal  and   Interest  guaranteed  by  the 

Northern  Pacific  Railroad  Company. 
St.  Paul  &  Northern  Pacific  Railway : 

Prior  Lien  Bonds 

General  Mortgage  Bonds 

Northern  Pacific  Terminal  Co.  First  Mortgage  Bonds 

Branch  Road  Bonds.      Principal,  Interest  and  Sinking  Fund 
guaranteed  by  the  Northern  Pacific  Railroad  Company. 

Central  Washington 

Cceur  d'Alene .' 

Duluth  &  Manitoba  (Minnesota) 

Duluth  &  Manitoba  (Dakota) 

Helena  &  Red  Mountain 

James  River  Valley 

Northern  Pacific  &  Montana 

Northern  Pacific  &  Manitoba  Terminal 

Spokane  &  Palouse 

Seattle,  Lake  Shore  &  Eastern 

Total 


Hate  of 
Interest. 


6% 
6% 


6% 
6% 
5% 
6% 
7% 


vo 
6% 


6% 
6% 
6% 
6% 
6% 
6% 
6% 

5% 

\o/ 


0 


Principal 
Due. 


1919 
1919 
1921 

1933 
1897 

1937 
I907 
I989 
I898 
1898 


I907 
1923 
1933 


1938 
1938 
1936 
1937 
1937 
1936 
1938 
1939 
1936 
1931 


Amount 
Outstanding. 


$1,815,500 
357,000 

41,879,000 

I9,2l6,000 
4,900,000 

I  I,426,OO0 
519,500 

45,520,000 
9,494,000 
3,000,000 


420,000 
8,003,000 
1,440,000* 


1,750,000 

1,238,000 

1,650,000 

1,451,000 

400,000 

963,000 

5,381,000 

650,000 

1,766,000 

5,558,000 


$168,797,000 


'  40%  of  $3,600,000  issued. 


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REORGANIZATION    AGREEMENT, 

March  i6th,  1896. 


AN  AGREEMENT,  made  this  16th  day  of  March,   1896,  between 

Edward  D.  Adams,  John  C.  Bullitt,  Louis  Fitzgerald,  Charles  H.  Godfrey,  John  D. 
Probst,  James  Stillman,  Ernst  Thalmann  (hereinafter  called  the  Reorganization  Committee),  parties 
of  the  first  part ; 

The  Mercantile  Trust  Company,  party  of  the  second  part; 

J.  P.  MORGAN  &  Co.  (a  copartnership),  parties  of  the  third  part  (hereinafter  called  the  Managers) ; 

Holders  of  Mortgage  Bonds  of  the  Northern  Pacific  Railroad  Company  (hereinafter 
called  the  Railroad  Company),  HOLDERS  OF  CERTIFICATES  OF  THE  MERCANTILE  TRUST  COMPANY  FOR 
General  Second,  General  Third  and  Consolidated  Mortgage  Bonds,  Holders  of  Collat- 
eral Trust  Notes  and  Dividend  Certificates  of  the  Railroad  Company,  and  the  Mortgage 
Bonds  of  Various  Branch  Railroads  hitherto  known  as  Parts  of  the  Northern  Pacific 
Railroad  System,  and  Holders  of  the  Preferred  and  Common  Stock  of  the  Northern 
Pacific  Railroad  Company,  who  shall  become  parties  to  this  agreement,  of  the  fourth  part  (hereinafter 
called  Depositors) ; 

THE  DEUTSCHE  BANK,  OF  BERLIN,  in  evidence  of  its  active  support  of  the  reorganization  and  of  its 
acceptance  of  appointment  as  Depositary  thereunder,  party  of  the  fifth  part,  and 

August  Belmont,  Brayton  Ives,  George  R.  Sheldon  and  Charlemagne  Tower,  Jr.,  a 
Committee  in  behalf  of  various  interests  in  the  Northern  Pacific  Railroad  Company  (hereinafter  called  the 
Protective  Committee),  in  evidence  of  their  active  support  of  the  reorganization  thereof  according  to  the 
Plan  provided  herein,  as  parties  of  the  sixth  part ; 

Whereas,  by  an  agreement  dated  February  19,  1894,  known  as  the  Bondholders'  Agreement,  the 
parties  of  the  first  part  were,  by  certain  holders  of  the  General  Second,  General  Third  and  Consolidated 
Mortgage  Bonds  of  the  Railroad  Company,  appointed  a  Committee  for  the  reorganization  of  said  Company; 
and 

Whereas,  the  Plan  referred  to  in  this  agreement  has  been  proposed  by  the  Reorganization  Committee 
for  the  reorganization  of  the  Railroad  Company ; 

Now,  therefore,  it  mutually  is  agreed  by  and  between  the  respective  parties  hereto  as  follows : 

First.  A  printed  copy  of  this  agreement,  signed  by  a  majority  of  the  members  of  the  Reorganization  Committee  and  of 
the  Protective  Committee,  and  by  the  parties  of  the  second  and  third  parts  hereto,  and  by  or  for  the  party  of  the  fifth  part, 
shall  be  lodged  with  J.  P.  Morgan  &  Co.,  New  York,  and  a  duplicate,  signed  in  like  manner,  shall  be  lodged  with  the  Deutsche 
Bank,  of  Berlin.     Each  of  said  copies  shall  be  taken  as  a  complete  and  original  instrument,  but  both  shall  constitute  but  one 


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agreement.  The  foregoing  Plan  is,  and  shall  be,  taken  to  be  a  part  of  this  agreement,  with  the  same  effect  as  though  each  and 
every  provision  thereof  had  been  embodied  herein,  and  said  Plan  and  this  agreement  shall  be  read  as  parts  of  one  and  the 
same  paper ;  but  no  estimate,  statement,  explanation  or  suggestion  contained  in  the  said  Plan  or  this  agreement,  or  in  any 
circular  issued,  or  which  may  hereafter  be  issued,  by  the  Depositaries  or  by  the  Committee  or  by  the  Managers,  is  intended,  or 
is  to  be  accepted,  as  a  representation  or  warranty,  or  as  a  condition  of  deposit  or  assent  under  the  Plan  and  this  agreement, 
and  no  defect  or  error  shall  release  any  deposit  under  this  Plan  and  agreement,  or  affect  or  release  any  assent  thereto,  except  by 
written  consent  of  the  Managers. 

Holders  of  the  Bonds,  Collateral  Trust  Notes,  Dividend  Certificates,  and  of  the  Preferred  and  Common  Stock  of  the 
Railroad  Company,  and  of  the  stock  of  the  Northwest  Equipment  Company  and  of  the  mortgage  bonds  of  various  Branch 
Railroads  hitherto  known  as  parts  of  the  Northern  Pacific  Railroad  system,  or  of  any  of  them,  may  become  parties  to  this  Plan 
and  agreement  by  depositing  their  securities  with  the  Depositaries  upon  the  terms  and  conditions  specified  in  the  Plan  and  this 
agreement,  or  hereafter  defined,  and  within  the  periods  which  shall  be  fixed  or  limited  by  the  Managers. 

Such  holders  must  in  all  cases  deposit  the  certificates  for  their  stock,  or  their  bonds,  or  other  securities,  with  such 
transfers,  assignments  and  powers  of  attorney  as  may  be  required  by  the  Managers  in  order  to  vest  in  them,  and  to  enable  them 
to  transfer,  the  complete  and  absolute  title  to  such  stocks  or  bonds  or  other  securities,  and  the  Depositors  agree  respectively 
at  any  time,  on  demand  of  the  Managers,  to  execute  any  and  all  other  transfers,  assignments  or  writings  required  for  vesting 
the  complete  ownership  of  the  bonds  and  stock  deposited  hereunder  in  the  Managers,  or  their  nominees. 

All  Depositors  of  securities  (excepting  Assenting  Certificate  holders  as  hereinafter  designated)  shall  receive  certificates  of 
deposit  in  form  to  be  prescribed  by  the  Managers,  specifying  the  respective  bonds  or  stocks  deposited,  and  the  holders  of  such 
certificates  of  deposit  shall  be  entitled  (subject  to  any  provisions  contained  in  such  certificates)  to  the  rights  and  benefits,  and 
only  to  the  rights  and  benefits,  specified  in  the  Plan  and  this  agreement,  as  accruing  to  the  holders  of  the  bonds  or  stocks  of 
the  class  represented  by  such  certificates  respectively,  or  granted  by  the  Managers,  pursuant  to  the  powers  conferred  upon 
them ;  and  thereafter  the  holder  of  any  such  certificate,  or  of  any  certificate  issued  in  lieu  thereof  or  in  exchange  therefor,  shall 
be  subject  to  the  Plan  and  this  agreement  and  entitled  to  have  and  exercise  the  rights  of  the  original  Depositor  under  the 
certificate  issued  to  him  in  respect  of  the  securities  therein  mentioned. 

The  Plan  and  this  agreement  prepared  and  adopted  by  the  Reorganization  Committee  in  exercise  of  the  power,  and  in 
performance  of  the  duty  imposed  upon  said  Reorganization  Committee  under  the  said  Bondholders'  Agreement  of  February  19, 
1894,  is  in  the  form  and  contains  the  terms,  powers  and  conditions  which  to  the  Committee  seem  equitable  and  fair;  and  in 
accordance  with  the  provisions  of  said  Bondholders'  Agreement,  are  now  lodged  at  New  York  with  the  Farmers'  Loan  and 
Trust  Company  and  The  Mercantile  Trust  Company;  at  Berlin,  with  the  Deutsche  Bank;  and  at  London  with  the  branch  of 
the  Deutsche  Bank,  which  has  been  appointed  by  said  Reorganization  Committee  as  agent  therefor,  and  also  with  said  Reorgan- 
ization Committee  at  its  office,  No.  1 5  Broad  Street,  in  the  City  of  New  York,  at  each  of  which  places  copies  are  left  for  distri- 
bution to  bondholders ;  and  a  brief  publication  of  the  fact  of  the  adoption  and  filing  of  such  Plan  of  Reorganization  will  be 
made  for  at  least  two  weeks. in  one  or  more  daily  newspapers  published  in  the  Cities  of  "New  York,  London  and  Berlin,  and  in 
the  absence  of  express  dissent  in  writing,  filed  within  twenty  days  after  the  expiration  of  such  publication  (in  compliance  with 
the  provisions  of  the  Second  Article  of  said  Bondholders'  Agreement),  the  assent  to  and  ratification  of  the  Plan  and  this  agree- 
ment shall  be  conclusively  and  finally  assumed,  conferred  and  given  by  each  and  every  certificate  holder  not  so  expressly  dis- 
senting herefrom.  But,  nevertheless,  the  Managers,  at  their  option,  at  any  time,  may  by  notice  published  in  the  manner  here- 
inafter provided  in  Article  Twelfth  hereof,  exclude  from  the  operation  of  the  Plan  and  this  agreement,  and  from  any  and  all 
interest  thereunder,  any  and  all  bonds  represented  by  any  such  certificate  issued  under  such  Bondholders'  Agreement,  unless 
within  the  time  and  in  the  manner  required  in  such  public  notice  such  certificate  shall  have  been  submitted  to  one  of  the 
Depositaries  hereunder  for  stamping,  and  by  one  of  such  Depositaries  shall  have  been  stamped  as  expressly  assenting  to  the 
Plan  and  this  agreement. 

Holders  of  General  Second,  General  Third  and  Consolidated  Mortgage  bonds  not  already  deposited  under  the  Bond- 
holders' Agreement  of  February  19,  1894,  shall,  by  the  delivery  of  their  bonds  to  the  Depositaries,  be  deemed  to  have 
deposited  their  bonds  under  said  Bondholders'  Agreement,  and  for  the  bonds  deposited  will  receive  certificates  of  the  Mercantile 
Trust  Company  of  New  York,  issued  under  that  agreement,  which  may  be  stamped  by  one  of  the  Depositaries  as  assenting  to 
the  Plan  and  this  agreement. 

All  bonds  represented  by  any  such  certificate,  the  holder  of  which  shall  have  acquiesced  as  above  provided,  unless 
stamping  of  such  certificates  shall  be  required  by  the  Managers,  as  above  provided,  and  all  bonds  represented  by  any  certificate 
stamped  as  aforesaid,  shall  be  subject  to,  and  included  within,  the  provisions  of  this  Plan  and  agreement  as  fully  and  irrevocably 
as  though  directly  deposited  hereunder,  and  the  Managers  shall  irrevocably  possess  and  from  time  to  time  may  exercise  all 
rights  of  the  holders  of  bonds  represented  by  such  certificates,  subject  to  the  terms  thereof,  including  the  right  to  abandon  or 
terminate  the  said  former  agreement  and  all  further  proceedings  thereunder. 

All  such  certificates  so  acquiescing  or  so  stamped  are  herein  designated  "Assenting Certificates,"  and  the  holders  thereof 
are  designated  "Assenting  Certificate  Holders." 

Such  Certificates  of  Deposit  and  such  Assenting  Certificates  and  the  interests  represented  thereby  shall  be  transferable 
only  subject  to  the  terms  and  conditions  of  the  Plan  and  this  agreement,  and  in  such  manner  as  the  Managers  shall  approve  ; 
and  upon  such  transfer,  all  rights  of  the  Deposit  or  in  respect  of  the  deposited  bonds  or  stock  represented  by  such  certificates, 
together  with  all  installments  paid  by  the  Depositors  of  such  stock,  or  their  transferees,  and  all  rights  under  the  Certificates  of 
Deposit  or  Assenting  Certificates  transferred,  shall  pass  to  the  transferee,  and  the  transferees  and  holders  of  such  Certificates 
of  Deposit  or  of  such  Assenting  Certificate  shall  for  all  purposes  be  substituted  in  place  of  the  prior  holders,  subject  to  this 
agreement.  All  such  transferees,  as  well  as  the  original  holders  of  Certificates  of  Deposit  or  of  Assenting  Certificates,  shall 
be  embraced  under  the  term  "Depositors,"  whenever  used  herein.  Each  Certificate  of  Deposit  or  Assenting  Certificate 
may  be  treated  by  the  Reorganization  Committee,  by  the  Managers  and  by  the  Depositaries  as  a  negotiable  instrument, 
and  the  holder  for  the  time  being  may  be  deemed  to  be  the  absolute  owner  thereof,  and  of  all  rights  of  the  original 
Depositor  of  the  bond  or  stock  in  respect  of  which  the  same  was  issued,  and  neither  the  Depositaries  nor  the  Reorganization 
Committee  nor  the  Managers  shall  be  affected  by  any  notice  to  the  contrary.  By  accepting  any  such  Certificate,  or  by  pre- 
senting any  Mercantile  Trust  Company  Certificate  to  be  stamped  hereunder,  every  recipient  or  holder  thereof  shall  thereby 
become  party  to  the  Plan  and  this  Agreement  with  the  same  force  and  effect  as  though  an  actual  subscriber  hereto.  The  term 
Depositor,  as  well  as  the  term  Assenting  Certificate  Holder,  whenever  used  herein,  is  intended,  and  shall  be  construed,  to 
include  not  only  persons  acting  in  their  own  right,  but  also  trustees,  guardians,  committees,  agents  and  all  persons  acting  in  a 


25 

representative  or  fiduciary  capacity,  and  those  represented  by  or  claiming  under  them,  and  partnerships,  associations,  joint- 
stock  companies  and  corporations.  No  rights  hereunder  shall  accrue  in  respect  of  any  securities  hereinbefore  mentioned 
unless,  nor  until,  the  same  shall  have  been  subjected  to  the  control  of  the  Managers  and  to  the  operation  of  the  Plan  and  this 
Agreement  as  herein  provided. 

The  Depositaries  shall  receive  the  deposited  stocks  and  bonds,  and  shall  deliver  the  same  to  one  or  more  Trust 
Companies  in  the  City  of  New  York,  and  the  same  shall  be  held  by  them  respectively  subject  to  the  order  and  control  of  the 
Managers. 

The  Managers  may,  in  their  discretion,  fix  or  limit  the  period  or  periods  within  which  holders  of  bonds  or  stock,  or  other 
securities,  or  any  class  thereof,  may  deposit  their  securities,  and  within  which  they  or  holders  of  Mercantile  Trust  Company 
Certificates  may  become  parties  to  the  Plan  and  this  agreement,  and  the  periods  within  which  the  installments  of  cash  pay- 
able by  depositing  holders  of  Preferred  and  Common  stock  must  be  paid,  and,  in  their  discretion,  either  generally  or  in  special 
instances,  may  extend  or  renew  the  period  or  periods  so  fixed  or  limited,  on  such  terms  and  conditions  as  they  may  see  fit. 

Holders  of  securities  not  deposited,  or  of  the  Mercantile  Trust  Company  Certificates  not  becoming  parties  hereto,  in  the 
manner  herein  provided,  by  stamping,  if  so  required,  within  the  periods  respectively  fixed  or  limited  therefor,  will  not  be 
entitled  to  deposit  the  same  or  to  become  parties  to  this  agreement,  or  to  share  in  the  benefits  thereof,  and  shall  acquire  no 
rights  thereunder,  except  upon  obtaining  the  express  consent  of  the  Managers,  who  may  withhold  or  give  such  consent,  in 
their  absolute  discretion,  and  such  terms  and  conditions  as  they  may  see  fit. 

The  several  installments  of  cash,  payable  by  depositing  stockholders  as  provided  in  the  Plan  and  this  agreement,  must 
be  paid  to  the  respective  Depositaries,  and  must  be  receipted  for  by  such  Depositaries  on  the  respective  certificates  of  deposit 
issued  for  such  stock.  The  depositing  stockholders  agree  that  all  such  installments  of  cash  may  be  used,  at  any  time,  by  the 
Managers,  for  any  of  the  purposes  of  the  Plan  and  this  agreement.  Depositors  of  stock  and  holders  of  certificates  of  deposit  for 
deposited  stock  respectively  agree  that  prompt  payment  of  the  several  installments  of  cash  payable  by  them  respectively  on  the 
terms  of  the  Plan  and  this  agreement  is  an  essential  condition  to  their  acquisition  of  new  stock  by  purchase  under  the  Plan  and 
this  agreement,  and  that  any  depositor  or  any  holder  of  a  certificate  of  deposit  for  stock  who  shall  fail  to  make  prompt  pay- 
ment of  any  installment  of  cash  payable  as  provided  in  the  Plan  within  the  periods  fixed  or  limited  by  the  Managers  for  such 
payment  shall  forthwith  and  without  further  or  other  notice  or  action  cease  to  have  any  rights,  or  to  be  entitled  to  any  benefits 
hereunder,  and  in  every  such  case  the  deposited  stock  and  any  cash  paid  as  above  provided  prior  to  the  date  of  such  default 
shall  vest  in  and  belong  to  the  Managers,  and  may  be  used  for  any  of  the  requirements  of  carrying  out  the  Plan  and  this 
agreement,  and  that  no  such  defaulting  Depositor  or  Certificate  Holder  shall  be  entitled  to  the  return  or  repayment  thereof  or 
to  have  any  further  interest  or  rights  in  respect  thereof.  The  Managers,  however,  in  their  discretion,  may  waive  any  such 
default  and  accept  payment  of  overdue  installments  due  from  any  Depositor  at  any  time  before  final  settlement  of  accounts  with 
the  syndicate. 

The  Managers  may,  in  their  discretion,  for  the  purpose  of  carrying  out  the  Plan  and  this  agreement,  call  in  for  deposit 
any  of  the  undisturbed  Main  Line  bonds  mentioned  in  the  Plan,  and  may  cause  any  mortgage  securing  the  same  to  be  foreclosed, 
and  may  cause  other  similar  bonds  having  similar  security,  or  the  Prior  Lien  Bonds  reserved  therefor  under  the  Plan,  to  be 
issued  in  exchange  for  such  bonds. 

Second.  The  Depositors  and  Assenting  Certificate  holders  hereby  irrevocably  request  the  Managers  to  endeavor  to  carry 
into  practical  operation  the  Plan  and  this  agreement,  in  its  entirety  or  in  part,  to  such  extent  and  in  such  manner  and  with  such 
additions,  exceptions  and  modifications  as  the  Managers  shall  deem  to  be  for  the  best  interests  of  the  Depositors  and  Assenting 
Certificate  holders  or  of  the  properties  finally  embraced  in  the  Reorganization.  Each  and  every  Depositor  and  Assenting 
Certificate  holder,  for  himself  and  not  for  any  other,  does  hereby  sell,  assign,  transfer  and  set  over  to  the  Managers  as 
copartners,  and  to  the  survivor  and  survivors  of  them  and  to  their  successors,  each  and  every  bond,  share  of  stock,  security  or 
obligation  or  evidence  thereof  deposited  hereunder,  or  represented  by  an  Assenting  Certificate,  and  every  Depositor  and 
Assenting  Certificate  holder  hereby  agrees  that  the  Managers  shall  be  and  they  are  hereby  vested  with  all  the  rights  and  powers 
of  owners  of  the  stock,  bonds,  securities  and  obligations  deposited  hereunder,  or  represented  by  such  Assenting  Certificates, 
including  the  right  to  transfer  the  same  into  their  own  name,  as  a  copartnership  and  as  Managers,  or  into  the  name  of  any  other 
person  or  persons  whom  they  may  select ;  and  (without  limiting  the  foregoing  provision)  it  is  hereby  declared  that 
the  Managers  shall  be  fully  authorized  to  vote  thereon  at  any  meeting  of  stockholders  or  bondholders  or  creditors ;  to 
use  every  such  stock,  bond,  receipt,  security  or  obligation  as  fully  and  to  the  same  extent  as  the  owner  or  holder  there- 
of; to  declare  due  the  principal  of  any  bond  or  other  obligation  deposited  hereunder,  and  to  revoke  any  such  declaration 
whenever  made ;  to  call  or  attend,  and  either  in  person  or  by  proxy,  to  vote  at  any  and  all  meetings  of  stockholders 
or  bondholders  or  creditors  of  any  corporation  however  convened ;  to  terminate  or  to  seek  to  dissolve  or  modify  any 
trust,  contract  or  lease,  in  whole  or  in  part ;  to  apply  for  the  determination  of  the  validity  thereof,  or  for  the  removal  of 
any  trustees  or  the  substitution  of  other  trustees,  or  to  take  any  other  steps  in  respect  of  any  trust,  contract  or  lease  or 
under  any  provision  thereof;  to  purchase  at  any  time  or  times,  at  such  prices  as  they  shall  deem  proper,  or  to  pay, 
compromise  or  settle  with  the  holders  of  any  coupons,  notes  or  other  indebtedness  or  obligations  of  any  of  the  Railroad 
Companies,  or  any  Receiver's  certificates  or  obligations  issued  or  which  may  be  issued  or  incurred  by  the  Receivers  thereof, 
and  to  apply  for  that  purpose  any  moneys  received  from  the  sale  of  trust  certificates  for  stock  in  the  new  Company  or 
which  may  otherwise  be  received  or  raised  by  the  Reorganization  Committee  or  by  them ;  to  borrow  money  for  any  of 
the  purposes  of  this  agreement,  and  to  charge  or  pledge  any  deposited  securities,  property  purchased,  or  new  securities  to 
be  issued,  for  the  payment  of  any  moneys  borrowed ;  to  give  all  bonds  of  indemnity  or  other  bonds,  and  to  charge  therewith 
the  securities  deposited  hereunder  or  any  part  thereof;  to  institute  or  to  become  parties  to  any  legal  proceeding;  to  apply 
for  receivers,  or  for  the  removal  of  receivers  and  the  substitution  of  other  receivers,  or  for  the  termination  of  any  receiv- 
ership and  the  delivery  of  any  property  to  its  owners ;  to  settle  any  litigation  now  or  at  any  time  existing  or  threatened  in  whole 
or  in  part,  with  plenary  power  to  enter  into  arrangements  for  decrees,  or  for  facilitating  or  hastening  the  course  of  litigation,  or 
in  any  way  to  promote  the  consummation  of  the  Plan;  to  do  whatever,  in  the  judgment  of  the  Managers,  may  be  necessary  to 
promote  or  to  procure  the  sale  as  an  entirety  or  the  joint  or  separate  sales  of  any  lands,  grants  of  lands,  property  or  franchise 
herein  concerned,  wherever  situated ;  to  adjourn  any  sale  of  any  property  or  franchise,  or  of  any  portion  or  lot  thereof  at 
discretion  ;  to  bid,  or  to  refrain  from  bidding  at  any  sale,  either  public  or  private,  either  in  separate  lots  or  as  a  whole,  for  any 
property  or  franchises  or  any  part  thereof  whether  or  not  owned,  controlled  or  covered  by  any  deposited  security,  or  by  the 
bonds  represented  by  any  Assenting  Certificate,  including  or  excluding  any  particular  rolling  stock,  or  other  property,  real  or 


26 

personal,  and  at,  before  or  after  any  sale,  to  arrange  and  agree  for  the  resale  of  any  portion  of  the  property  which  they  may 
decide  to  sell  rather  than  to  retain ;  to  hold  any  property  or  franchises  purchased  by  them  either  in  their  name  or  in  the  name 
of  persons  or  corporations  by  them  chosen  for  the  purposes  of  this  agreement,  and  to  apply  any  security  embraced  hereunder  in 
satisfaction  of  any  bid  or  towards  obtaining  funds  for  the  satisfaction  thereof;  and  the  term  property  and  franchise  shall  include  any 
and  all  railroads,  railroad  and  other  transportation  lines,  branches,  leaseholds,  lands,  rights  in  lands,  mining  rights,  stocks,  or 
other  interests  in  corporations  in  which  the  Railroad  Company  has  any  interest  of  any  kind  whatever,  direct  or  indirect.  The 
amount  to  be  bid  or  paid  by  the  Managers  for  any  property  or  franchises  shall  be  absolutely  discretionary  with  them ;  and,  in 
case  of  the  sale  to  others  of  any  property  or  franchises,  the  Managers  may  receive  out  of  the  proceeds  of  such  sale  or  otherwise 
any  dividend  in  any  form  accruing  on  any  securities  held  by  them. 

Third.  The  Managers  may  procure  the  organization  of  one  or  more  new  companies,  or  they  may  adopt  or  use  any 
existing  or  future  companies,  and  they  may  cause  to  be  made  such  consolidations,  leases,  sales  or  other  arrangements,  and  may 
make  or  cause  to  be  made  such  conveyances  or  transfers  of  any  properties  or  securities  acquired  by  them,  and  may  take  such 
other  proceedings  as  they  may  deem  proper  for  the  purpose  of  creating  the  new  securities  provided  for  in  this  Plan  and 
agreement  and  for  carrying  out  all  or  any  of  the  provisions  thereof.  Said  Managers  shall  further  be  authorized  to  receive  and 
dispose  of,  in  accordance  with  any  of  the  provisions  of  this  Plan  and  agreement,  the  new  securities  to  be  created,  and  said 
Managers  may  vote  upon  all  the  stock  of  such  new  corporation  for  all  purposes  in  their  judgment  necessary  to  carry  out 
the  plan  until  the  same  shall  be  transferred  to  the  Voting  Trustees  or  to  the  Depositors  and  Assenting  Security  holders,  who 
shall  be  entitled  to  receive  the  same. 

Fourth.  The  Managers  may  construe  the  Plan  and  this  agreement ;  and  their  construction  thereof  or  action  thereunder, 
in  good  faith,  shall  be  final  and  conclusive.  They  may  supply  any  defect  or  omission,  or  reconcile  any  inconsistency  in  such 
manner  and  to  such  extent  as  shall  be  necessary  to  carry  out  the  same  properly  and  effectively,  and  they  shall  be  the  sole  judge 
of  such  necessity.  They  shall  be  the  sole  and  final  judge  as  to  when  and  whether  the  assent  of  enough  parties  interested  in  the 
Railroad  Company  shall  have  been  obtained  to  warrant  them  in  carrying  the  same  or  any  part  into  effect,  and  they  shall  have 
power,  whenever  they  shall  deem  proper,  to  abandon  or  to  alter,  modify  or  depart  from,  the  Plan  of  Reorganization  or  any  part 
thereof.  They  may  at  any  time  or  times,  after  any  such  partial  abandonment,  restore  to  the  Plan  any  abandoned  part  or  parts 
thereof,  and  may  seek  to  carry  the  same  into  effect,  as  fully  as  if  such  part  or  parts  had  not  been  abandoned.  They  may  also 
attempt  to  carry  the  Plan  into  effect  rather  than  abandon  or  modify  the  same,  even  though  it  be  manifest  that,  as  carried  out,  the 
Plan  must  depart  from  the  original  Plan  or  from  some  part  thereof.  But  in  case  of  any  intentional  change  or  modification  or 
departure  from  the  Plan,  which,  in  their  judgment,  shall  materially  affect  any  of  the  several  classes  of  Depositors,  or  their 
mutual  relations,  a  statement  of  such  proposed  change,  modification  or  departure  shall  be  filed  with  the  Depositaries,  and 
notice  of  the  fact  of  such  filing  shall  be  given  as  hereafter  provided  in  Article  Twelfth ;  and  within  two  weeks  after  final 
publication  all  holders  of  the  outstanding  Certificates  for  such  particular  class  or  classes  of  securities  affected  thereby  may 
surrender  their  respective  Certificates  therefor  and  withdraw  securities  of  such  particular  class  or  classes,  or  the  proceeds  thereof, 
or  substitutes  therefor  then  under  the  control  of  the  Managers,  to  the  amount  indicated  in  such  Certificates,  and  all  Assenting 
Certificate  holders  may  require  cancellation  of  their  assent  and  release  herefrom  of  the  securities  represented  by  their  Assenting 
Certificates,  provided,  however,  that  in  every  case  of  withdrawal  or  cancellation  the  Certificate  Holders  or  the  Assenting 
Certificate  Holders  shall  respectively  make  payment  of  their  shares  of  the  expenses  of  the  Reorganization  Committee  and  of 
the  Managers  as  apportioned  by  the  latter.  Every  Depositor  of  securities  not  so  surrendering  and  withdrawing,  and  every 
Assenting  Certificate  Holder  not  withdrawing  his  assent,  within  such  two  weeks  after  final  publication,  shall  be  deemed  to  have 
assented  to  the  proposed  changes  or  modifications,  and  whether  or  not  otherwise  objecting,  shall  be  bound  thereby  as  fully  and 
effectively  as  if  he  had  actually  assented  thereto.  Any  changes  or  modifications  finally  made  by  the  Managers  shall  be  part  of 
the  Plan  and  this  agreement ;  and  all  provisions  and  references  concerning  the  Plan  shall  apply  to  the  Plan  so  changed  or 
modified.  In  case  the  Managers  shall  finally  abandon  the  entire  Plan,  the  stocks  and  bonds  deposited  hereunder,  or  their  pro- 
ceeds, or  any  stocks,  bonds,  securities  or  claims  or  representatives  thereof,  then  under  the  control  of  the  Managers,  shall  be 
delivered  to  the  several  Depositors  in  amounts  representing  their  respective  interests  upon  surrender  of  their  respective  Cer- 
tificates and  payment  of  such  actual  expenses  as  shall  have  been  incurred  by  the  Reorganization  Committee  and  Managers, 
which  latter  shall  have  power  to  determine  and  to  apportion  upon  the  several  classes  of  securities  deposited  hereunder  the 
share  of  expense  to  be  borne  by  each  security.  In  case  of  such  abandonment,  in  like  manner,  and  upon  like  payment  of 
expenses,  any  assent  of  the  Assenting  Certificate  holders  shall  be  released  by  the  Managers,  and  until  so  released  the  General 
Second,  General  Third  and  Consolidated  Mortgage  bonds  represented  by  the  Assenting  Certificates  shall  be  subject  to  their 
ratable  share  of  such  expense. 

In  any  such  case,  any  moneys  paid  by  the  depositing  stockholders,  or  any  coupons,  receiver's  certificates  or  other  obliga- 
tions, claims  or  property  acquired  therewith,  or  the  proceeds  thereof  when  received,  remaining  after  deducting  therefrom  the 
share  of  the  expenses  incurred  by  the  Managers  under  this  agreement  apportioned  upon  such  depositing  stockholders,  shall 
be  equitably  distributed  or  adjusted  among  the  respective  holders  of  Certificates  of  Deposit  therefor;  but  the  depositing  stock- 
holders, or  holders  of  such  Certificates  of  Deposit,  shall  have  no  claim  for  the  repayment  of  any  such  moneys,  except  to  the 
extent  of  their  ratable  shares  of  such  moneys,  or  their  proceeds,  remaining  in  the  hands  of  the  Managers  after  payment  of  such 
expenses. 

In  every  such  case  of  withdrawal,  any  cash  paid  or  advanced,  as  provided  in  the  Plan,  to  depositors  of  bonds,  notes  or 
dividend  certificates  or  Certificates  of  Deposit  therefor  or  Assenting  Certificates,  and  any  interest  paid  or  advanced  to  holders  of 
Certificates  of  Deposit  or  Assenting  Certificates  in  respect  of  deposited  bonds,  notes,  or  dividend  certificates  represented  by  such 
Certificates  of  Deposit  or  Assenting  Certificates,  or  in  respect  of  the  new  bonds  to  be  issued  in  exchange  therefor  under  the 
Plan,  must  be  repaid  by  the  holders  of  such  Certificates  before  the  deposited  bonds,  notes,  or  dividend  certificates  represented 
by  such  Certificates  of  Deposit  or  Assenting  Certificates  shall  be  surrendered  in  exchange  therefor;  but  any  interest  collected 
by  the  Managers  on  deposited  securities  will  in  such  case  of  withdrawal  be  accounted  for  by  the  Managers  to  the  holders  of  the 
Certificates  of  Deposit  for  such  securities  or  of  Assenting  Certificates. 

Fifth.  The  Managers  may  proceed  under  the  Plan  and  this  agreement  or  any  part  thereof  with  or  without  foreclosure, 
and  in  case  of  foreclosure  may  exercise  any  power,  either  before  or  after  foreclosure  sale;  and  in  every  case  all  the  provisions  of 
the  Plan  and  this  agreement  shall  equally  apply  to  and  in  respect  of  any  physical  properties  embraced  under  the  reorganization, 


and  to  and  in  respect  of  any  securities  representing  any  such  property,  it  being  intended  that  for  all  purposes  thereunder  any 
such  property,  and  any  security  representing  such  property,  may  be  treated  or  accepted  by  the  Managers  as  substantially 
identical.  In  case  any  separate  Plan  shall,  in  the  opinion  of  the  Managers,  become  necessary  or  expedient  to  effect  the  reor- 
ganization of  any  subordinate  or  other  company,  the  Managers  may  promote  and  participate  in  any  such  reorganization  and 
may  deposit  thereunder  any  securities  thereby  affected. 

In  case  of  any  claim,  lien  or  obligation  not  herein  fully  provided  for  and  affecting  the  Railroad  Company,  or  any 
property  or  franchises  thereof,  the  Managers  may  from  time  to  time  (subject,  however,  to  Article  Sixth  hereof)  make  such 
compromise  in  respect  thereto  or  such  provision  therefor  as  they  may  deem  suitable,  using  therefor  any  securities  not  expressly 
required  for  settlement  with  Depositors,  or  not  expressly  reserved  for  liens  or  obligations  specified  in  the  Plan,  but  the  total 
amount  of  new  securities  to  be  created  as  set  forth  in  the  Plan  shall  not  be  thereby  increased. 

Any  action  contemplated  in  the  Plan  and  this  agreement  to  be  performed  on  or  after  completion  and  reorganization  may 
be  taken  by  the  Managers  at  any  time  when  they  shall  deem  the  reorganization  advanced  sufficiently  to  justify  such  course,  and 
the  Managers  as  they  may  deem  necessary  may  defer  the  performance  of  any  provision  of  the  Plan  and  this  agreement,  or  may 
commit  such  performance  to  the  new  Company. 

They  may  also  in  their  discretion  set  apart  and  hold  in  trust,  or  place  in  trust  with  any  trust  company,  any  part  of  the 
new  securities  to  be  issued  and  cash  which  may  be  received  from  sales  of  new  securities,  or  otherwise,  as  they  may  deem 
judicious,  for  the  purpose  of  securing  the  application  thereof  for  any  of  the  purposes  of  the  Plan  and  this  agreement. 

Sixth.  The  Managers  may  from  time  to  time  make  contracts  with  any  person,  syndicate  or  corporation  for  the  purpose 
of  carrying  this  agreement  into  effect  and  by  loan,  guaranty,  or  by  the  sale  of  the  new  securities  to  be  created,  or  otherwise,  on 
such  terms,  conditions  and  rates  as  said  Managers  may  deem  proper  ;  may  obtain  any  moneys  required  to  carry  out  the  Plan 
and  this  agreement,  including  such  sums  as  the  Managers  may  deem  expedient  to  provide  for  the  uses  of  the  new  Company  ; 
and  for  the  performance  of  any  contract  said  Managers  may  charge  the  deposited  securities  and  the  new  securities  to 
be  issued  and  may  pledge  the  same  for  the  payment  of  any  moneys  borrowed  and  interest  thereon,  and  other  performance 
of  any  other  obligations  incurred  under  the  powers  herein  conferred.  The  Managers  may  employ  counsel,  agents  and  all 
necessary  assistance,  and  may  incur  and  discharge  any  and  all  expenses  by  them  deemed  reasonable  for  the  purposes  of  this 
agreement.  They  may  prescribe  the  form  of  all  securities  and  of  all  instruments  at  any  time  to  be  issued  or  entered  into.  They 
may  create  and  provide  for  all  necessary  trusts,  and  may  nominate  and  appoint  trustees  thereunder,  excepting  that  the 
Reorganization  Committee  shall  make  any  appointment  in  lieu  of,  or  in  succession  to,  Georg  Siemens,  and  that  the  Pro- 
tective Committee  shall  make  any  appointment  in  lieu  of,  or  in  succession  to,  August  Belmont,  prior  to  the  actual  reception  of 
stock  by  the  Voting  Trustees.  They  may,  at  public  or  private  sale,  or  otherwise,  dispose  of  any  bonds  and  Trust  Certificates 
for  stock  of  the  new  Company  left  in  their  hands  because  of  any  failure  to  make  deposits  hereunder.  In  so  disposing  of  any 
such  new  securities  thus  left  on  their  hands,  they  may  use  the  same  or  the  proceeds  thereof  for  the  purpose  of  carrying  out  the 
reorganization  in  such  manner  as  they  may  deem  expedient  and  advisable.  At  the  time  of  the  creation  of  the  new  securities,  or 
as  soon  thereafter  as  may  be,  the  Managers  may  take  such  action  (either  by  creating  lesser  amounts  of  securities,  or  otherwise) 
as  they  may  deem  necessary  to  guard  against  the  issue  of  such  particular  securities  in  any  manner  or  to  any  extent  inconsistent 
with  the  purposes  of  the  Plan. 

Seventh.  Messrs.  J.  P.  Morgan  &  Co.,  as  Managers,  shall  act  as  a  copartnership,  and  in  case  of  any  change  in  said  firm, 
the  firm  of  J.  P.  Morgan  &  Co.,  as  from  time  to  time  constituted,  shall  continue  as  Managers,  with  all  the  powers,  rights  and 
title  vested  in  the  Managers  hereunder.  Neither  the  Committees  nor  the  Managers  nor  the  Depositaries  assume  any  personal 
responsibility  for  the  execution  of  the  Plan,  or  of  this  agreement,  or  any  part  of  either,  nor  for  the  result  of  any  steps  taken  or 
acts  done  for  the  purposes  thereof;  the  Managers,  however,  undertaking  in  good  faith  to  endeavor  to  execute  the  same.  No 
member  of  the  Reorganization  Committee,  nor  any  Depositary,  nor  the  Managers,  shall  be  personally  liable  for  any  act  or 
omission  of  any  agent  or  employee  selected  in  good  faith,  nor  for  any  error  of  judgment  or  mistake  of  law,  nor  in  any  case 
except  for  his,  its  or  their  own  individual  willful  malfeasance  or  neglect ;  and  no  member  of  the  Reorganization  Committee 
shall  in  any  case  be  personally  liable  for  the  act  or  omission  of  any  other  member,  nor  for  the  acts  of  any  Depositary  or  of  the 
Managers,  nor  shall  any  Depositary  or  the  Managers  be  personally  liable  for  the  acts  or  defaults  of  the  Reorganization  Com- 
mittee, or  of  any  other  Depositary,  or  of  any  Trust  Company.  The  Managers  may  act  through  any  committees  or  agents,  and 
may  delegate  any  authority,  as  well  as  discretion,  to  any  such  committee  or  agent,  and  the  members  of  such  committee  or  such 
agents  may  be  allowed  a  reasonable  compensation  for  their  services  hereunder,  and  the  Managers  shall  be  entitled  to  the 
compensation  stated  in  the  Plan.  Any  member  of  the  Managers  or  Depositaries,  or  any  member  of  either  Committee, 
at  any  time,  may  be  a  Voting  Trustee,  and  may  be  or  become  pecuniarily  interested  in  any  contracts,  property  or  matters 
which  this  agreement  concerns,  including  participation  in  or  under  any  syndicate  agreement,  whether  or  not  mentioned  in  the 
Plan.  Any  direction  given  by  the  Managers  shall  be  full  and  sufficient  authority  for  any  action  of  the  Depositaries  or  of  any 
Trust  Company  or  of  any  other  custodian  or  of  any  committee  or  agent. 

The  Reorganization  Committee  shall  be  entitled  to  reasonable  compensation.  It  may  discharge  any  and  all  reasonable 
expenses  by  it  incurred  for  any  of  the  purposes  of  this  agreement  or  of  the  agreement  of  February  19,  1894.  Its  accounts  shall 
be  filed  with  the  Board  of  Directors  of  the  new  Company,  and  the  same,  as  filed,  shall  be  final,  binding  and  conclusive  upon 
all  parties  having  any  interest  therein.  The  compensation  of  the  said  Reorganization  and  the  Protective  Committee  and  their 
expenses  shall  be  paid  as  part  of  the  expenses  of  the  reorganization. 

Eighth.  The  Managers  may  negotiate  and  contract  with  any  and  all  companies  or  persons  for  obtaining  or  granting 
running  powers,  terminal  facilities,  exchanges  of  property,  or  any  other  convenience  which  they  may  deem  necessary  or 
desirable  to  obtain  or  to  grant,  and  may  make  contracts  therefor  binding  upon  such  new  company,  and  generally  may  ratify 
and  make  such  purchases,  contracts,  stipulations  or  arrangements  as  will  in  their  opinion  operate  directly  or  indirectly  to  aid  in 
the  preservation,  improvement,  development  or  protection  of  any  property  now  constituting  the  Northern  Pacific  System,  of 
which  the  Railroad  Company  or  any  subordinate  company  has  contracted  to  acquire,  or  to  prevent  or  avoid  opposition  to  or 
interference  with  the  successful  execution  hereof. 

Ninth.  The  accounts  of  the  Managers  shall  be  filed  with  the  Board  of  Directors  of  the  new  Company  within  one  year 
after  its  organization  shall  have  been  completed,  unless  a  longer  time  be  granted  by  the  said  Board.     The  accounts,  when 


28 

approved  by  such  Board  of  Directors,  shall  be  final,  binding  and  conclusive  upon  all  parties  having  any  interest  therein,  and 
thereupon  the  Managers  shall  be  discharged.  The  acceptance  of  new  securities  by  any  Depositor  or  any  Assenting  Certificate 
holder  shall  estop  such  acceptor  from  questioning  the  conformity  of  such  securities  in  any  particular  to  any  provisions  of  the 
Plan  ;  and  the  acceptance  of  new  securities  by  the  holders  of  a  majority  in  amount  of  the  Certificates  of  Deposit  and  Assenting 
Certificates  for  any  class  of  securities  shall  in  each  case  respectively  estop  all  holders  of  Certificates  of  Deposit  and  Assenting 
Certificates  for  securities  of  that  class. 

Tenth.  The  enumeration  of  specific  powers  hereby  conferred  shall  not  be  construed  to  limit  or  to  restrict  general 
powers  herein  conferred  or  intended  so  to  be ;  and  it  is  hereby  distinctly  declared  that  it  is  intended  to  confer  on  the  Managers, 
and  each  Depositor  hereunder  and  each  Assenting  Certificate  holder  hereby  confers  on  the  Managers,  in  respect  of  all  securities 
deposited  or  to  be  deposited,  or  securities  represented  by  Assenting  Certificates,  and  in  all  other  respects,  any  and  all  powers 
which  the  Managers  may  deem  necessary  or  expedient  in  or  towards  carrying  out  or  promoting  the  purposes  of  the  Plan  and 
this  agreement  in  any  respect,  even  though  any  such  power  be  apparently  of  a  character  not  now  contemplated  ;  and  the 
Managers  may  exercise  any  and  every  such  power  as  fully  and  effectively  as  if  the  same  were  herein  distinctly  specified,  and  as 
often  as,  for  any  cause  or  reason,  they  may  deem  expedient.  The  methods  to  be  adopted  for  or  towards  carrying  out  this 
agreement  shall  be  entirely  discretionary  with  the  Managers. 

The  bonds  and  other  obligations  deposited  under  the  Plan  and  this  agreement,  or  represented  by  Assenting  Certificates, 
and  all  Receivers'  certificates,  coupons  and  claims  purchased  or  otherwise  acquired  under  this  agreement,  shall  remain  in  full 
force  and  effect  for  all  purposes,  and  shall  not  be  deemed  satisfied,  released  or  discharged  by  any  delivery  of  new  securities ;  and 
no  legal  right  or  lien  shall  be  deemed  released  or  waived,  but  said  bonds  and  other  claims,  and  any  judgment  upon  any  of  such 
claims,  including  claims  and  judgments  for  deficiencies,  and  all  liens  and  equities,  shall  remain  unimpaired,  and  may  be  enforced 
by  the  Managers  or  by  the  new  Company  or  by  any  or  other  assign  of  the  Managers  until  paid  or  satisfied  in  full  or  expressly  released. 
Neither  the  Managers  nor  any  bondholders  or  creditors  of  the  Railroad  Company,  by  executing  this  agreement,  or  by  becoming 
parties  thereto,  release,  surrender  or  waive  any  lien,  right  or  claim  in  favor  of  any  stockholders  or  other  creditors  of  such  Com- 
pany, and  all  such  liens,  rights  or  claims  shall  vest  unimpaired  in  the  Managers  and  in  the  new  Company,  or  its  assigns,  sever- 
ally and  respectively ;  and  any  purchase  or  purchases  by  or  on  behalf  of  the  Managers,  or  the  new  Company,  under  any  decree 
for  the  enforcement  of  any  such  lien,  right  or  claim  shall  vest  the  property  purchased  in  the  Managers  or  the  new  Company 
free  from  all  interest  or  claim  on  the  part  of  any  such  stockholders,  creditors  or  other  parties.  No  right  is  conferred,  nor  any 
trust,  liability  or  obligation  (except  the  agreements  herein  contained  in  favor  of  the  holders  of  Certificates  of  Deposit  or 
Assenting  Certificates  hereunder)  is  created  by  the  Plan  and  this  agreement,  or  is  assumed  hereunder  or  by  or  for  any  new 
Company  n  favor  of  any  bondholder,  or  any  other  creditor,  or  of  any  holder  of  any  claim  whatsoever  against  the  Railroad  Com- 
pany, nor  in  favor  of  any  company  now  existing  or  to  be  formed  hereafter  (whether  such  claim  be  based  on  any  bonds,  stocks, 
securities,  lease,  guaranty  or  otherwise),  with  respect  to  any  securities  deposited  under  this  agreement  or  any  moneys  paid  to, 
or  received  by  Managers  or  by  the  Committee  or  Depositaries  hereunder  or  with  respect  to  any  property  acquired  by  purchase 
at  any  foreclosure  sale,  or  with  respect  to  any  new  securities  to  be  issued  hereunder,  or  with  respect  to  any  other  matter  or  thing. 

Eleventh.  All  moneys  paid  under  or  with  reference  to  the  Plan  and  this  agreement  shall  be  paid  over  by  the  Deposi- 
taries to  the  Managers,  who  shall  as  Bankers  hold  the  same  subject  to  application  for  any  of  the  purposes  of  the  Plan  and  this 
agreement  as  may  be  most  convenient,  and  as  from  time  to  time  may  be  determined  by  the  Managers,  whose  determination  as 
to  the  propriety  and  purpose  of  any  such  application  shall  be  final,  and  nothing  in  the  Plan  shall  be  understood  as  limiting 
or  requiring  the  application  of  specific  moneys  to  specific  purposes.  Any  obligation  in  the  nature  of  floating  debt  or  otherwise 
against  any  company  or  property  embraced  in  the  Plan,  either  as  proposed  or  carried  out,  or  any  securities  held  as  collateral  for 
any  such  obligation,  may  be  acquired  or  extinguished  or  held  by  the  Managers  at  such  times,  in  such  manner  and  upon  such 
terms  as  they  may  deem  proper  for  the  purposes  of  reorganization,  but  nothing  in  the  Plan  and  this  agreement  contained  is 
intended  to  constitute,  nor  shall  it  constitute,  any  liability  or  trust  in  favor  or  in  respect  of  any  such  obligation. 

Twelfth.  All  calls  for  the  presentation  of  Certificates  for  stamping,  for  the  deposit  of  bonds  and  stocks,  for  the  payment 
to  be  made  by  depositing  stockholders  or  for  the  surrender  of  Certificates ;  all  notices  fixing  or  limiting  any  period  for  the 
deposit  of  securities  or  for  such  payments,  or  for  the  presentation  of  Certificates  for  stamping,  and  all  other  calls  or  notices  here- 
under, except  when  otherwise  provided,  shall  be  inserted  in  the  New  York  Times  and  the  New  York  Tribune,  or  in  two  other 
daily  papers  of  general  circulation  published  in  the  City  of  New  York ;  in  the  London  Times  and  News,  or  in  two  other  daily 
papers  of  general  circulation  published  in  the  City  of  London  ;  and  in  two  daily  papers  of  general  circulation  published  in  the 
City  of  Berlin  ;  twice  in  each  week  for  two  successive  weeks,  beginning  on  any  day  of  the  week.  Any  call  or  notice  whatsoever, 
when  so  published  by  the  Managers  or  by  the  Deutsche  Bank,  shall  be  taken  and  considered  as  though  personally  served  on  all 
parties  hereto,  and  upon  all  parties  bound  hereby,  as  of  the  respective  dates  of  insertion  thereof,  and  such  publication  shall  be 
the  only  notice  required  to  be  given  under  any  provision  of  this  plan  and  agreement ;  and  all  German  translations  of  the  Plan 
and  this  agreement  and  of  any  call  or  notice  thereunder  shall  be  made  under  the  direction  or  with  the  approval  of  the  Deutsche 
Bank,  and  when  so  made  shall  be  sufficient  for  publication  in  Germany ;  but,  in  case  of  any  discrepancy  between  such  transla- 
tion and  the  English  original,  the  latter  shall  control,  and,  notwithstanding  such  discrepancy,  shall  bind  all  parties  in  interest. 
When  a  call  or  notice  shall  have  been  advertised  as  above  specified  in  New  York,  or  in  London,  or  in  Berlin,  publication  shall 
be  complete  as  regards  all  holders  of  certificates  of  deposit  and  assented  receipts  issued  or  stamped  by  the  Depositaries  in  the 
City  in  which  such  publication  shall  have  been  made,  and  no  further  publication  shall  be  required  in  such  city. 

Thirteenth.  The  Plan  and  this  agreement  shall  bind  and  benefit  the  several  parties,  including  the  Depositors  hereunder, 
their  and  each  of  their  survivors,  heirs,  executors,  administrators,  successors  and  assigns. 

Fourteenth.  In  order  fully  to  subject  to  every  provision  of  the  Plan  and  this  agreement,  all  General  Second,  General  Third 
and  Consolidated  Mortgage  Bonds  now  or  hereafter  represented  by  Assenting  Certificates  of  the  Mercantile  Trust  Company,  and 
to  obtain  therefor  all  benefits  hereunder,  the  Mercantile  Trust  Company  of  New  York  becomes  a  party  hereto,  and  each  Assent- 
ing Certificate  holder  hereby  confers  upon  it  full  power  and  authority,  either  with  or  without  the  termination  of  the  said  Bond- 


29 

holders'  Agreement  of  February  19,  1894,  to  hold  subject  to  the  Plan  and  this  agreement  and  to  deliver  to  the  Managers  or 
upon  their  order,  the  bonds  represented  by  any  such  Assenting  Certificate,  and  full  power  and  authority  from  time  to  time 
thereafter  to  make,  execute  and  perform  (such  power  and  authority  by  it  to  be  exercised  when  requested  by  the  Managers)  such 
further  or  other  instruments,  agreements  and  transfers  as  may  be  required  hereunder  in  respect  of  any  bonds  represented  by  any 
such  Assenting  Certificates. 

In  witness  whereof,  a  majority  of  the  Reorganization  Committee,  the  Managers,  The  Mercantile  Trust  Company  of 
New  York,  the  Deutsche  Bank  and  the  Protective  Committee  have  caused  these  presents  to  be  duly  executed,  and  all  other 
parties  hereto  have  deposited  securities  or,  as  above  set  forth,  have  assented  hereto  in  respect  of  certificates  of  the  Mercantile 
Trust  Company. 

EDWARD  D.  ADAMS, 
JOHN  C.  BULLITT, 
LOUIS  FITZGERALD, 
CHARLES  H.  GODFREY, 
JOHN  D.  PROBST, 
JAMES  STILLMAN, 
ERNST  THALMANN. 

THE  MERCANTILE  TRUST  COMPANY, 

by  Louis  Fitzgerald,  President. 

J.  P.  MORGAN  &  CO. 

DEUTSCHE  BANK, 

by  Edward  D.  Adams. 

AUGUST  BELMONT, 
BRAYTON  IVES, 
GEORGE  R.  SHELDON, 
CHARLEMAGNE  TOWER,  Jr. 


14  DAY  USE 

RETURN  TO  DESK  FROM  WHICH  BORROWED 

LOAN  DEPT. 

RENEWALS  ONLY— TEL.  NO.  642-3405 

This  book  is  due  on  the  last  date  stamped  below,  or 

on  the  date  to  which  renewed. 

Renewed  books  are  subject  to  immediate  recall. 


LD  21A-40m-2,'69 
(J6057sl0)476 — A-32 


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